<PAGE>

                                                                Exhibit 4(i)(ii)

                        NEW YORK COMMUNITY BANCORP, INC.,

                                       AND

                      WILMINGTON TRUST COMPANY, AS TRUSTEE

                                    INDENTURE

                                DATED AS OF (.), (.)

               JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

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                                TABLE OF CONTENTS

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ARTICLE 1    DEFINITIONS AND INCORPORATION BY REFERENCE...............................................1

   Section 1.01.    Definitions.......................................................................1

   Section 1.02.    Other Definitions.................................................................7

   Section 1.03.    Incorporation By Reference of TIA.................................................7

   Section 1.04.    Rules of Construction.............................................................8

   Section 1.05.    Acts of Holders and Holders of Preferred Securities...............................8

ARTICLE 2    THE DEBENTURES...........................................................................9

   Section 2.01.    Amount Unlimited; Issuable In Series..............................................9

   Section 2.02.    Payment of Principal and Interest................................................12

   Section 2.03.    Execution, Authentication and Delivery...........................................13

   Section 2.04.    Registrar and Paying and Conversion Agents.......................................14

   Section 2.05.    Paying Agent To Hold Money In Trust..............................................15

   Section 2.06.    Debentureholder Lists............................................................16

   Section 2.07.    Transfer And Exchange............................................................16

   Section 2.08.    Replacement Debentures...........................................................16

   Section 2.09.    Outstanding Debentures; Determinations of Holders' Action........................17

   Section 2.10.    Temporary Debentures.............................................................18

   Section 2.11.    Book-Entry System................................................................18

   Section 2.12.    Cancellation.....................................................................19

ARTICLE 3    REDEMPTION..............................................................................20

   Section 3.01.    Redemption: Notice to Trustee....................................................20

   Section 3.02.    Selection of Debentures to be Redeemed...........................................20

   Section 3.03.    Notice of Redemption.............................................................20

   Section 3.04.    Effect of Notice of Redemption...................................................21

   Section 3.05.    Deposit of Redemption Price......................................................21

   Section 3.06.    Debentures Redeemed in Part......................................................21

ARTICLE 4    COVENANTS...............................................................................22

   Section 4.01.    Payment of Principal, Premium and Interest.......................................22

   Section 4.02.    Covenant in Event of an Event of Default or During an
                    Extension Period.................................................................22

   Section 4.03.    SEC Reports......................................................................23

   Section 4.04.    Compliance Certificates..........................................................23

   Section 4.05.    Further Instruments and Acts.....................................................24
</TABLE>

                                        i

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                                TABLE OF CONTENTS
                                   (continued)

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   Section 4.06.    Payment of Expenses of Each Trust................................................24

   Section 4.07.    Ownership of Common Securities...................................................24

ARTICLE 5    SUCCESSOR CORPORATION...................................................................24

   Section 5.01.    When the Company May Merge, Etc..................................................24

ARTICLE 6    DEFAULTS AND REMEDIES...................................................................25

   Section 6.01.    Events of Default................................................................26

   Section 6.02.    Acceleration.....................................................................26

   Section 6.03.    Other Remedies...................................................................27

   Section 6.04.    Waiver of Past Defaults..........................................................27

   Section 6.05.    Control By Holders...............................................................28

   Section 6.06.    Limitation on Suits..............................................................28

   Section 6.07.    Unconditional Right of Holders to Receive Principal,
                    Premium and Interest.............................................................29

   Section 6.08.    Direct Action Right of Holders of Trust Preferred Securities.....................29

   Section 6.09.    Collection Suits by the Trustee..................................................29

   Section 6.10.    Trustee May File Proofs of Claim.................................................30

   Section 6.11.    Priorities.......................................................................30

   Section 6.12.    Undertaking for Costs............................................................31

ARTICLE 7    THE TRUSTEE.............................................................................31

   Section 7.01.    Duties and Responsibilities of the Trustee.......................................31

   Section 7.02.    Rights of the Trustee............................................................32

   Section 7.03.    Not Responsible for Recitals or Issuances of Debentures..........................33

   Section 7.04.    Notice of Defaults...............................................................33

   Section 7.05.    Reports by Trustee to Holders....................................................34

   Section 7.06.    Compensation and Indemnity.......................................................34

   Section 7.07.    Eligibility; Disqualification....................................................35

   Section 7.08.    Resignation and Removal; Appointment of Successor................................35

   Section 7.09.    Acceptance of Appointment by Successor...........................................36

   Section 7.10.    Successor Trustee by Merger......................................................37

ARTICLE 8    SATISFACTION AND DISCHARGE OF INDENTURE;
             DEFEASANCE; UNCLAIMED MONEYS............................................................38

   Section 8.01.    Satisfaction and Discharge of Indenture..........................................38

   Section 8.02.    Defeasance.......................................................................39
</TABLE>

                                       ii

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                                TABLE OF CONTENTS
                                   (continued)

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   Section 8.03.    Conditions to Defeasance.........................................................39

   Section 8.04.    Application by Trustee of Funds Deposited for Payment of
                    Debentures.......................................................................40

   Section 8.05.    Repayment of Moneys Held by Paying Agent.........................................41

   Section 8.06.    Return of Moneys Held by the Trustee and Paying Agent
                    Unclaimed for Two Years..........................................................41

   Section 8.07.    Indemnity for Government Obligations.............................................41

   Section 8.08.    Reinstatement....................................................................41

ARTICLE 9    SUPPLEMENTAL INDENTURES.................................................................41

   Section 9.01.    Supplemental Indentures Without Consent of Holders...............................41

   Section 9.02.    Supplemental Indentures With Consent of Holders..................................42

   Section 9.03.    Compliance With Trust Indenture Act..............................................44

   Section 9.04.    Revocation and Effect of Consents, Waivers and Actions...........................44

   Section 9.05.    Notation on or Exchange of Debentures............................................44

   Section 9.06.    Execution of Supplemental Indentures.............................................44

   Section 9.07.    Effect of Supplemental Indentures................................................45

ARTICLE 10   SUBORDINATION...........................................................................45

   Section 10.01.   Debentures Subordinated to Senior Indebtedness...................................45

   Section 10.02.   Priority and Payment of Proceeds in Certain Events:
                    Remedies Standstill..............................................................45

   Section 10.03.   Payments Which May Be Made Prior To Notice.......................................46

   Section 10.04.   Rights of Holders of Senior Indebtedness Not To Be
                    Impaired.........................................................................46

   Section 10.05.   Trustee May Take Action to Effectuate Subordination..............................47

   Section 10.06.   Subrogation......................................................................47

   Section 10.07.   Obligations of Company Unconditional; Reinstatement..............................47

   Section 10.08.   Trustee Entitled to Assume Payments Not Prohibited in
                    Absence of Notice................................................................48

   Section 10.09.   Right of Trustee to Hold Senior Indebtedness.....................................48

ARTICLE 11   MISCELLANEOUS...........................................................................48

   Section 11.01.   Trust Indenture Act Controls.....................................................48

   Section 11.02.   Notices..........................................................................49

   Section 11.03.   Communication by Holders With Other Holders......................................50

   Section 11.04.   Certificate and Opinion as to Conditions Precedent...............................50
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                                      iii

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                                TABLE OF CONTENTS
                                   (continued)

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   Section 11.05.   Statements Required in Certificate or Opinion....................................50

   Section 11.06.   Severability Clause..............................................................50

   Section 11.07.   Rules by Trustee, Paying Agent and Registrar.....................................51

   Section 11.08.   Legal Holidays...................................................................51

   Section 11.09.   Governing Law....................................................................51

   Section 11.10.   No Recourse Against Others.......................................................51

   Section 11.11.   Successors and Assigns...........................................................51

   Section 11.12.   Counterparts.....................................................................51

   Section 11.13.   No Adverse Interpretation of Other Agreements....................................51

   Section 11.14.   Table of Contents, Headings, Etc.................................................51

   Section 11.15.   Holders of Preferred Securities as Third Party Beneficiaries.....................52

   Section 11.16.   Benefits of the Indenture........................................................52
</TABLE>

                                       iv

<PAGE>

                 Certain Sections of this Indenture relating to
                         Sections 310 through 318 of the
                           Trust Indenture Act of 1939

<TABLE>
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    Trust Indenture                                                                 Indenture
      Act Section                                                                    Section
-----------------------                                                         -------------------
<S>                                                                             <C>
Section 310  (a)(1)                ...........................................  2.03; 7.07
             (a)(2)                ...........................................  2.03; 7.07
             (a)(3)                ...........................................  Not Applicable
             (a)(4)                ...........................................  Not Applicable
             (a)(5)                ...........................................  Not Applicable
             (b)                   ...........................................  7.07; 7.08
             (c)                   ...........................................  Not Applicable
Section 311  (a)                   ...........................................  Not Applicable
             (b)                   ...........................................  Not Applicable
             (c)                   ...........................................  Not Applicable
Section 312  (a)                   ...........................................  2.06
             (b)                   ...........................................  11.03
             (c)                   ...........................................  11.03
Section 313  (a)                   ...........................................  7.05
             (b)(1)                ...........................................  Not Applicable
             (b)(2)                ...........................................  Not Applicable
             (c)                   ...........................................  7.05
             (d)                   ...........................................  7.05
Section 314  (a)                   ...........................................  4.03, 4.04
             (b)                   ...........................................  Not Applicable
             (c)(1)                ...........................................  2.03; 11.04; 11.05
             (c)(2)                ...........................................  2.03; 11.04; 11.05
             (c)(3)                ...........................................  Not Applicable
             (d)                   ...........................................  Not Applicable
             (e)                   ...........................................  11.05
             (f)                   ...........................................  Not Applicable
Section 315  (a)                   ...........................................  7.01(b); 7.02
             (b)                   ...........................................  7.02; 7.04; 11.02
             (c)                   ...........................................  7.01(a); 7.02
             (d)                   ...........................................  7.01(c); 7.02
             (e)                   ...........................................  6.12
Section 316  (a)(1)(A)             ...........................................  6.05
             (a)(1)(B)             ...........................................  6.02; 6.04
             (a)(2)                ...........................................  Not Applicable
             (a) (last sentence)   ...........................................  2.09
             (b)                   ...........................................  6.07
             (c)                   ...........................................  1.05
Section 317  (a)(1)                ...........................................  6.09
             (a)(2)                ...........................................  6.10
             (b)                   ...........................................  2.05
Section 318  (a)                   ...........................................  11.01
             (b)                   ...........................................  Not Applicable
             (c)                   ...........................................  11.01
</TABLE>

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Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to
      be a part of the Indenture.

                                       v

<PAGE>

          INDENTURE, dated as of , between New York Community Bancorp, Inc., a
Delaware corporation (the "Company"), and Wilmington Trust Company, a Delaware
banking corporation, as trustee (the "Trustee").

          WHEREAS, the Company may from time to time create or establish one or
more statutory trusts for the purpose of issuing undivided beneficial interests
in the assets thereof (the "Trust Securities") and using the proceeds thereof to
acquire the Company's Debentures (as hereinafter defined).

          WHEREAS, all things necessary to make the Debentures, when duly issued
and executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid and binding
agreement of the Company, enforceable in accordance with its terms, have been
done.

          NOW THEREFORE:

          Each of the Company and the Trustee, intending to be legally bound
hereby, agrees as follows for the benefit of the other party and for the equal
and ratable benefit of the Holders (as hereinafter defined) of the securities
issued hereunder:

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

          "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. When used with respect to any Person,
"control" means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

          "Board of Directors" means either the Board of Directors of the
Company or any committee of such Board duly authorized to act generally or in
any particular respect for the Company hereunder.

          "Board Resolution" means (i) a copy of a resolution certified by the
Secretary or the Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification and delivered to the Trustee or (ii) a certificate signed by the
authorized officer or officers to whom the Board of Directors has delegated its
authority, and in each case, delivered to the Trustee.

          "Business Day" means any day that is not a Saturday or a Sunday or a
day on which banking institutions in (i) the Borough of Manhattan in the City of
New York or (ii) Wilmington, Delaware are authorized or required by law,
regulation or executive order to close.

          "Capital Stock" means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) corporate stock or similar interests in other types of
entities.

<PAGE>

          "Company" means New York Community Bancorp, Inc., a Delaware
corporation, or any successor thereto.

          "Company Order" means a written request or order signed in the name of
the Company by an Officer of the Company and delivered to the Trustee.

          "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time be
principally administered, which office at the date of execution of this
Indenture is located at 1100 North Market Street, Rodney Square North,
Wilmington, Delaware 19890.

          "Debentureholder" or "Holder" means a Person in whose name a Debenture
is registered on the Registrar's books.

          "Debentures" means any of the junior subordinated deferrable interest
debentures of any series issued, authenticated and delivered under this
Indenture.

          "Declaration of Trust" means an Amended and Restated Declaration of
Trust for a Trust, among the Company, as sponsor, Wilmington Trust Company, as
Property Trustee, the Delaware Trustee named therein and the Administrative
Trustees named therein, as the same may be amended and modified from time to
time.

          "Default" means any event which is, or after notice or passage of
time, or both, would be, an Event of Default pursuant to Section 6.01.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Extension Period," with respect to any series of Debentures, means
any period during which the Company elects to extend the interest payment period
on such series of Debentures pursuant to Section 4.01(b); provided that an
Extension Period (or any extension thereof) must end on an Interest Payment Date
for such Debentures and may not extend beyond the Stated Maturity Date or the
Redemption Date of any Debenture of such series.

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board.

          "Guarantee" means each Guarantee Agreement executed by the Company
with respect to the Preferred Securities issued by any Trust pursuant to which
the Company irrevocably and unconditionally agrees to pay the Guarantee Payments
(as defined in such Guarantee Agreement) to the holders of such Preferred
Securities.

          "Indebtedness" means, without duplication, (i) every obligation of the
Company for money borrowed; (ii) every obligation of the Company evidenced by
bonds, debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses;
(iii) every reimbursement obligation of the Company with respect to letters of
credit, banker's acceptances or similar facilities issued for the account of the
Company; (iv) every obligation of the Company issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business); (v) every
obligation to be accounted for as a capital lease obligation

                                        2

<PAGE>

of the Company; (vi) all indebtedness of the Company, whether incurred on or
prior to the date of this Indenture or thereafter incurred, for claims in
respect of derivative products, including interest rate, foreign exchange rate
and commodity forward contracts, options and swaps and similar arrangements;
(vi) every obligation of the type referred to in clauses (i) through (vi) of
another Person and all dividends of another Person the payment of which, in
either case, the Company has guaranteed or is responsible or liable for,
directly or indirectly, as obligor or otherwise; and (viii) obligations of the
type referred to in clauses (i) through (vii) of another Person secured by any
lien on any property or asset of the Company (whether or not such obligation is
assumed by the Company); and all deferrals, renewals, extensions and refundings
of, and amendments, modifications and supplements to, any of the foregoing
obligations.

          "Indebtedness Ranking on a Parity with the Debentures" means (i)
Indebtedness, whether outstanding on the date of execution of this Indenture or
thereafter created, assumed or incurred, to the extent such Indebtedness
specifically by its terms ranks pari passu with and not prior or senior to or
junior to the Debentures (or Indebtedness on a parity with the Debentures) in
the right of payment upon the happening of the dissolution, winding-up,
liquidation or reorganization of the Company and (ii) all other debt securities,
and guarantees in respect of those debt securities, issued to any other trust,
or a trustee of such trust, partnership or other entity affiliated with the
Company that is a financing vehicle of the Company (a "financing entity") in
connection with the issuance by such financing entity of equity securities or
other securities guaranteed by the Company pursuant to an instrument that ranks
pari passu to the Guarantees. The securing of any Indebtedness otherwise
constituting Indebtedness Ranking on a Parity with the Debentures shall not be
deemed to prevent such Indebtedness from constituting Indebtedness Ranking on a
Parity with the Debentures.

          "Indebtedness Ranking Junior to the Debentures" means any
Indebtedness, whether outstanding on the date of execution of this Indenture or
thereafter created, assumed or incurred, to the extent such Indebtedness by its
terms ranks junior to and not pari passu with or prior to the Debentures (and
any other Indebtedness Ranking on a Parity with the Debentures) in right of
payment upon the happening of the dissolution, winding-up, liquidation or
reorganization of the Company. The securing of any Indebtedness otherwise
constituting Indebtedness Ranking Junior to the Debentures shall not be deemed
to prevent such Indebtedness from constituting Indebtedness Ranking Junior to
the Debentures.

          "Indenture" means this indenture, as amended or supplemented from time
to time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

          "Interest Payment Date," when used with respect to the Debentures of
any series, means the stated maturity of any installment of interest on the
Debentures of that series.

          "Issue Date," with respect to a series of Debentures, means the date
on which the Debentures of such series are originally issued.

          "Office" or "Agency," with respect to any Debentures, means an office
or agency of the Company maintained or designated in a place of payment for such
Debentures pursuant to Section 2.04 or any other office or agency of the Company
maintained or designated for such Debentures pursuant to Section 2.04 or, to the
extent designated or required by Section 2.04 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

                                        3

<PAGE>

          "Officer" means, with respect to any corporation, the Chairman, any
Vice Chairman, the Chief Executive Officer, the Chief Financial Officer, the
President, any Vice President, the Treasurer, the Chief Accounting Officer, the
Secretary or any Assistant Secretary of such corporation.

          "Officers' Certificate" means a certificate signed by any two of the
Chairman, a Vice Chairman, the Chief Executive Officer, the Chief Financial
Officer, the President, the Treasurer, the Chief Accounting Officer, a Vice
President, the Secretary and an Assistant Secretary of the Company, that
complies with the requirements of Sections 11.04 and 11.05 and is delivered to
the Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of the Company, or any other counsel who shall be reasonably acceptable
to the Trustee and provided that the General Counsel and the Assistant General
Counsel of the Company shall be deemed to be reasonably acceptable to the
Trustee, containing the applicable information specified in Sections 11.04 and
11.05.

          "Paying Agent" means any Person authorized by the Company to pay the
principal of and premium, if any, and interest on the Debentures of any series
on behalf of the Company.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

          "Predecessor Debentures" of any particular Debenture means every
previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture; and for purposes of this definition, any
Debenture authenticated and delivered under Section 2.08 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Debenture shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Debenture.

          "Preferred Securities" means the preferred securities of a Trust,
representing undivided beneficial interests in the Trust.

          "Property Trustee" has the meaning set forth in the Declaration.

          "Record Date," with respect to any series of the Debentures, means the
Regular Record Date, the Special Record Date or any date set to determine the
Holders of Debentures of such series entitled to vote, consent, make a request
or exercise any other right associated with such Debentures.

          "Redemption Date," with respect to the Debentures of any series to be
redeemed, means the date specified for the redemption thereof in accordance with
the terms thereof and pursuant to Article 3 of this Indenture.

          "Redemption Price," with respect to the Debentures of any series to be
redeemed, means the price at which such Debenture is to be redeemed in
accordance with the terms thereof and pursuant to Article 3 of this Indenture.

                                        4

<PAGE>

          "Regular Record Date," with respect to an Interest Payment Date for
the Debentures of a series, means the date specified for such Debentures for the
determination of Holders entitled to receive the payment of interest on such
Interest Payment Date.

          "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Office of the Trustee who shall have
direct responsibility for the administration of this Indenture and also means,
with respect to a particular corporate trust matter, any other officer within
the Corporate Trust Office of the Trustee to whom such matter is referred
because of that officer's knowledge of and familiarity with the particular
subject.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, amended.

          "Security Exchange," when used with respect to the Debentures of any
series which are held as assets of a Trust pursuant to the Declaration of Trust
of such Trust, means the distribution of the Debentures of such series by such
Trust to the holders of the Trust Securities of such Trust in exchange for such
Trust Securities upon certain events described in the applicable Declaration of
Trust of such Trust.

          "Senior Indebtedness" means:

     (a)  except as otherwise provided in paragraph (b) below, the principal of,
          premium, if any, and interest (including all interest accruing
          subsequent to the commencement of any bankruptcy or similar
          proceeding, whether or not a claim for post-petition interest is
          allowable as a claim in any such proceeding) on:

          (1) all indebtedness, obligations and other liabilities (contingent or
          otherwise) of the Company for borrowed money (including obligations of
          the Company in respect of overdrafts, foreign exchange contracts,
          currency exchange agreements, interest rate protection agreements, and
          any loans or advances from banks, whether or not evidenced by notes or
          similar instruments) or evidenced by bonds, debentures, notes or other
          instruments for the payment of money, or indebtedness incurred in
          connection with the acquisition of any properties or assets (whether
          or not the recourse of the lender is to the whole of the assets of the
          Company or to only a portion thereof), other than any account payable
          or other accrued current liability or obligation to trade creditors
          incurred in the ordinary course of business;

          (2) all obligations and liabilities (contingent or otherwise) in
          respect of leases of the Company required or permitted, in conformity
          with generally accepted accounting principles, to be accounted for as
          capitalized lease obligations on the balance sheet of the Company;

          (3) all direct or indirect guaranties or similar agreements by the
          Company in respect of, and obligations or liabilities (contingent or
          otherwise) of the Company to purchase or otherwise acquire or
          otherwise assure a creditor against loss in respect of, indebtedness,
          obligations or liabilities of another Person of the kind described in
          clauses (1) and (2);

                                        5

<PAGE>

          (4) any and all amendments, renewals, extensions and refundings of any
          indebtedness, obligation or liability of the kind described in clauses
          (1) through (3).

     (b)  Not withstanding paragraph (a) above, Senior Indebtedness does not
          include:

          (1) any indebtedness in which the instrument or instruments evidencing
          or securing the same or pursuant to which the same is outstanding, or
          in any amendment, renewal, extension or refunding of such instrument
          or instruments, it is expressly provided that such indebtedness shall
          not be senior in right of payment to the Debentures (or Indebtedness
          on a party with the Debentures or expressly provides that such
          Indebtedness is pari passu or junior to the Debentures;

          (2) trade accounts payable in the ordinary course of business; and

          (3) any series of subordinated debt securities, and guarantees in
          connection with those debt securities, whether currently outstanding
          or created, assumed or incurred at a later date, initially issued to
          any trust, or a trustee of such trust, partnerships or other entities
          affiliated with the Company in connection with an issuance of
          securities similar to the Preferred Securities.

          A "series" of Debentures means all Debentures denoted as part of the
same series authorized by or pursuant to a particular Board Resolution or a
supplemental indenture.

          "Special Record Date" for the payment of any Defaulted Interest on the
Debentures of any series means the date determined pursuant to Section 2.02.

          "Stated Maturity Date," with respect to the Debentures of any series,
means the date specified for such Debentures as the date on which the principal
of such Debenture is due and payable.

          "Subsidiary" means any corporation, association, partnership, trust,
limited liability company or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, trustees or the
governing individuals or body thereof is at the time owned or controlled,
directly or indirectly, by (i) the Company, (ii) the Company and one or more
Subsidiaries, or (iii) one or more Subsidiaries.

          "TIA" means the Trust Indenture Act of 1939, as amended and as in
effect on the date of this Indenture; provided, however, that if such Act is
amended after such date, TIA means, to the extent required by any such
amendment, such Act as so amended.

          "Trust" means any statutory trust created or established by the
Company to issue Trust Securities and to use the proceeds from the sale thereof
to purchase Debentures.

          "Trust Securities" means the undivided beneficial interests in the
Trust.

                                        6

<PAGE>

          "Trustee" means the Person named as "Trustee" in the first paragraph
of this Indenture, solely in such trustee capacity, until a successor replaces
it pursuant to the applicable provisions of this Indenture and, thereafter,
shall mean such successor, and if at any time there is more than one such
Person, "Trustee" as used with respect to Debentures of any series shall mean
the Trustee with respect to Debentures of that series.

          "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer's option.

          "Wholly Owned Subsidiary" means a Subsidiary all the Capital Stock of
which (other than directors' qualifying shares) is owned by the Company or
another Wholly Owned Subsidiary.

Section 1.02. Other Definitions.

Term                                                  Defined in Section
----                                                  ------------------
"Act"..............................................          1.05
"Bankruptcy Law"...................................          6.01
"Conversion Agent".................................          2.04
"covenant defeasance option".......................          8.02
"Custodian"........................................          6.01
"Defaulted Interest"...............................          2.02
"Depositary".......................................          2.11
"Direct Action"....................................          6.08
"Event of Default".................................          6.01
"Global Debenture".................................          2.11
"legal defeasance option"..........................          8.02
"Legal Holiday"....................................         11.08
"Notice of Default"................................          6.01
"Register".........................................          2.04
"Registrar"........................................          2.04
"Successor"........................................          5.01

Section 1.03. Incorporation By Reference of TIA.

          Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

          "indenture securities" means the Debentures.

          "indenture security holder" means a Debentureholder or Holder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company and any other
obligor on the Debentures.

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          All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

Section 1.04. Rules of Construction.

          (a)  Unless the context otherwise requires:

               (i) each capitalized term has the meaning assigned to it;

               (ii) an accounting term not otherwise defined has the meaning
          assigned to it in accordance with GAAP;

               (iii) "or" is not exclusive;

               (iv) "including" means including, without limitation;

               (v) words in the singular include the plural, and words in the
          plural include the singular;

               (vi) "herein," "hereof" and other words of similar import refer
          to this Indenture as a whole and not to any particular Article,
          Section or other subdivision;

               (vii) any reference to an Article, Section, or other Subdivision
          herein refers to an Article, Section, or subdivision in this
          Indenture; and

               (viii) any reference to "principal amount" shall mean, in the
          case of Debentures issued at a discount (other than de minimis
          discount) shall mean "principal amount at maturity."

          (b) To the extent any provision in an indenture supplemental hereto
shall conflict with a provision contained herein, the provision in such
supplemental indenture shall supersede such provision contained herein.

Section 1.05. Acts of Holders and Holders of Preferred Securities.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders or by holders of Preferred Securities may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
or holders of Preferred Securities, as applicable, personally or by an agent
duly appointed in writing and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of Holders or
holders of Preferred Securities signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

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          Without limiting the generality of this Section, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depositary that
is a Holder of a Global Debenture, may make, give or take, by a proxy, or
proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be made, given or taken by Holders, and a Depositary that is a
Holder of a Global Debenture may provide its proxy or proxies to the beneficial
owners of interests in any such Global Debenture through such Depositary's
standing instructions and customary practices.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Trustee deems
sufficient.

          (c) The Holders of Debentures shall be proved by the Register.

          (d) Any Act of the Holder of any Debenture shall bind every future
Holder of the same Debenture and the Holder of every Debenture issued upon the
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Debenture.

          (e) If the Company solicits from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, by or pursuant to a resolution of its Board of Directors,
fix in advance a Record Date for the determination of Holders entitled to give
such Act, but the Company shall have no obligation to do so. If such a Record
Date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after such Record Date, but only
Holders of record as proved by the Register at the close of business on such
Record Date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of outstanding Debentures have
authorized or agreed or consented to such Act, and for that purpose the
outstanding Debentures shall be computed as of such Record Date.

                                    ARTICLE 2

                                 THE DEBENTURES

Section 2.01. Amount Unlimited; Issuable In Series.

          The aggregate principal amount of Debentures which may be
authenticated and delivered under this Indenture is unlimited.

          The Debentures may be issued in one or more series in an amount not to
exceed the aggregate principal amount of Debentures of that series from time to
time authorized by or pursuant to a Board Resolution, or pursuant to one or more
indentures supplemental hereto, prior to the initial issuance of Debentures of a
particular series.

          With respect to any Debentures of each series to be authenticated and
delivered hereunder, there shall be established in or pursuant to a Board
Resolution, and set forth in an Officers' Certificate, or established in one or
more indentures supplemental hereto:

          (a) the title of the Debentures of the series (which shall distinguish
the Debentures of the series from all other Debentures);

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          (b) the aggregate principal amount of the Debentures of that series
which may be authenticated and delivered under this Indenture (except for
Debentures authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Debentures of that series) and any limit
thereon;

          (c) Stated Maturity Date or Dates, which may be serial and the
Company's option, if any, to change the Stated Maturity Date or Dates;

          (d) the rate or rates (which may be fixed or variable) at which the
Debentures of the series shall bear interest or the manner of calculation of
such rate or rates, if any (including the adjustment that would occur upon any
remarketing of Trust Securities);

          (e) the percentage of principal amount at which the Debentures shall
be issued;

          (f) the basis upon which interest shall be computed if other than a
360-day year composed of twelve 30-day months;

          (g) the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of
determination and frequency of such Interest Payment Dates and the Regular
Record Dates therefor;

          (h) the right, if any, to extend the interest payment periods and the
duration of any such Extension Period, including the maximum consecutive period
during which interest payment periods may be extended;

          (i) Issue Date or Dates;

          (j) authorized denominations;

          (k) the place or places for the payment of principal and premium, if
any, and interest;

          (l) the date or dates on which or the period or periods within which,
the price or prices at which, and the terms and conditions upon which,
Debentures of the series may be redeemed, in whole or in part, at the option of
the Company;

          (m) the obligation, if any, of the Company to redeem or purchase
Debentures of the series pursuant to any sinking fund or analogous provisions
(including payments made in cash in anticipation of future sinking fund
obligations) or at the option of a Holder and the date or dates on which or the
period or periods within which, the price or prices at which, and the terms and
conditions upon which, Debentures of the series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;

          (n) the form of the Debentures of the series, including the form of
the Certificate of Authentication for such series;

          (o) the right or obligation of any Holder or the Company or the
applicable Trust to convert or exchange any Debenture into other securities of
the Company or such Trust and the terms and conditions of any such conversion or
exchange and, if so provided, the terms and conditions upon which such
conversion or exchange will be effected, including, the

                                       10

<PAGE>

conversion or exchange price, the conversion or exchange date(s) or period(s),
provisions as to whether conversion or exchange will be at the option of the
Holder or the Company or such Trust, the events requiring adjustment of the
conversion or exchange price and provisions affecting conversion or exchange in
the event of redemption of the Debenture of any series and any deletions from or
modifications or additions to this Indenture to permit or to facilitate the
issuance of such convertible or exchangeable Debentures or the administration
thereof;

          (p) whether the Debentures are issuable as a Global Debenture and, in
such case, the identity of the Depositary for such series;

          (q) if other than denominations of one thousand U.S. dollars ($1,000)
or any integral multiple thereof, the denominations in which the Debentures
shall be issuable;

          (r) the terms and conditions, if any, pursuant to which the Debentures
of a series are secured;

          (s) any and all other terms with respect to such series (which terms
shall not be inconsistent with the terms of this Indenture); and

          (t) the name of the applicable Trust (which shall distinguish such
statutory trust from all other Trusts) to which the Debentures of such series
are to be deposited as assets and the date of its Declaration of Trust.

          The Debentures of any series and the Trustee's Certificate of
Authentication to be borne by such Debentures shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution and as set forth in an Officers' Certificate,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which Debentures of that series may be listed, or to
conform to usage.

          All Debentures of any one series shall be substantially identical
except as may otherwise be provided by the Company in or pursuant to the Board
Resolution and set forth in the Officers' Certificate or in any indenture or
indentures supplemental hereto pertaining to such series of Debentures. The
terms of the Debentures of any series may provide, without limitation, that the
Debentures shall be authenticated and delivered by the Trustee on original issue
from time to time upon telephonic or written order of persons designated in the
Officers' Certificate or supplemental indenture (telephonic instructions to be
promptly confirmed in writing by such person) and that such persons are
authorized to determine, consistent with such Officers' Certificate or any
applicable supplemental indenture, such terms and conditions of the Debentures
of such series as are specified in such Officers' Certificate or supplemental
indenture. All Debentures of any one series need not be issued at the same time
and, unless otherwise so provided by the Company, a series may be reopened for
issuances of additional Debentures of such series or to establish additional
terms of such series of Debentures.

          If any of the terms of the Debentures of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series.

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Section 2.02. Payment of Principal and Interest.

          Unless otherwise specified pursuant to Section 2.01(f), interest on
the Debentures shall be computed on the basis of a 360-day year composed of
twelve 30-day months.

          Unless otherwise provided with respect to a series of Debentures,

          (a) the principal and Redemption Price of and interest on each
Debenture shall be payable in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts;

          (b) the principal and Redemption Price of any Debenture and interest
payable on the Stated Maturity Date (if other than an Interest Payment Date) or
Redemption Date shall be payable upon surrender of such Debenture at the Office
or Agency of any Paying Agent therefor; and

          (c) interest on any Debenture shall be paid on each Interest Payment
Date therefor to the Holder thereof at the close of business on the Record Date
therefor, such interest to be payable by check mailed to the address of the
Person entitled thereto as such address appears on the Register; provided,
however, that payments made in respect of Global Debentures shall be made in
immediately available funds to the Depositary.

          Except as specified pursuant to Section 2.01 or Section 4.01(b),
interest on any Debenture which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Debenture (or one or more Predecessor Debentures) is registered at the
close of business on the Regular Record Date for such interest. Any interest on
any Debenture which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (i) and (ii)
below:

               (i) The Company may elect to make payment of any Defaulted
          Interest to the Persons in whose names the Debentures (or their
          respective Predecessor Debentures) are registered at the close of
          business on a Special Record Date for the payment of such Defaulted
          Interest, which shall be fixed in the following manner. The Company
          shall, not less than 15 Business Days prior to the Special Record
          Date, notify the Trustee and the Paying Agent in writing of the amount
          of Defaulted Interest proposed to be paid on each Debenture, the
          Special Record Date and the date of the proposed payment, and at the
          same time the Company shall deposit with the Paying Agent an amount of
          money equal to the aggregate amount proposed to be paid in respect of
          such Defaulted Interest or shall make arrangements satisfactory to the
          Paying Agent for such deposit prior to the date of the proposed
          payment, such money when deposited to be held in trust for the benefit
          of the Persons entitled to such Defaulted Interest as provided in this
          clause. The Special Record Date for the payment of such Defaulted
          Interest shall be the close of business not more than 15 nor less than
          10 Business Days prior to the date of the proposed payment. The
          Trustee shall, in the name and at the expense of the Company, cause
          notice of the proposed payment of such Defaulted Interest and the
          Special Record Date therefor to be given to the Holders thereof, not
          less than 10 Business Days prior to such Special Record

                                       12

<PAGE>

          Date. Notice of the proposed payment of such Defaulted Interest and
          the Special Record Date therefor having been given, such Defaulted
          Interest shall be paid to the Persons in whose names the Debentures
          (or their respective Predecessor Debentures) are registered at the
          close of business on such Special Record Date and shall no longer be
          payable pursuant to the following clause (ii).

               (ii) The Company may make payment of any Defaulted Interest on
          the Debentures in any other lawful manner not inconsistent with the
          requirements of any securities exchange on which such Debentures may
          be listed, and upon such notice as may be required by such exchange,
          if, after notice given by the Company to the Trustee and the Paying
          Agent of the proposed payment pursuant to this clause, such manner of
          payment shall be deemed practicable by the Paying Agent.

          Subject to the foregoing provisions of this Section, each Debenture
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Debenture shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Debenture.

          If any convertible Debenture of any series is converted after any
Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Debenture with respect to which the Stated Maturity Date is
prior to such Interest Payment Date), interest that is due on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion, and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Debenture is registered at
the close of business on such Regular Record Date. Except as otherwise expressly
provided in the immediately preceding sentence, in the case of any Debenture
that is converted, interest shall not be payable if the Regular Record Date is
after the date of conversion of such Debenture.

Section 2.03. Execution, Authentication and Delivery.

          (a) The Debentures shall be executed on behalf of the Company by at
least one of the Chief Executive Officer, the Chief Financial Officer, the
President or a Vice President. The signature of any such Officer on the
Debentures may be manual or facsimile.

          (b) Debentures bearing the manual or facsimile signature of an
individual who was at any time a proper Officer of the Company shall bind the
Company, notwithstanding that any such individual shall have ceased to hold such
office prior to the authentication and delivery of such Debentures or did not
hold such office at the date of such Debentures.

          (c) No Debenture shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Debenture
a Certificate of Authentication duly executed by the Trustee by manual signature
an authorized signatory of the Trustee, and such Certificate of Authentication
upon any Debenture shall be conclusive evidence, and the only evidence, that
such Debenture has been duly authenticated and made available for delivery
hereunder.

          (d) The Trustee shall be authorized to and shall authenticate and
deliver Debentures of a series, for original issue, at one time or from time to
time in accordance with the Company Order referred to below, upon receipt by the
Trustee of:

                                       13

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               (i) a Board Resolution as required by Section 2.01;

               (ii) a Company Order requesting the authentication and delivery
          of such Debentures and stating the identity of the applicable Trust
          and the aggregate liquidation amount of the Trust Securities to be
          issued by such Trust concurrently with such Debentures;

               (iii) an Officers' Certificate or, unless previously delivered, a
          supplemental indenture hereto setting forth the form of such
          Debentures and, except as set forth in a Board Resolution,
          establishing the terms thereof;

               (iv) such Debentures, executed on behalf of the Company in
          accordance with clause (a) of this Section; and

               (v) an Opinion of Counsel that complies with the provisions of
          Sections 11.04 and 11.05:

          (e) The Trustee shall act as the initial authenticating agent.
Thereafter, the Trustee may appoint an authenticating agent. Each authenticating
agent shall be acceptable to the Company and, except as provided in or pursuant
to this Indenture, shall at all times be a corporation that would be permitted
by the TIA to act as trustee under an indenture qualified under the TIA, is
authorized under applicable law and by its charter to act as an authenticating
agent and has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the TIA) of at least $50,000,000. If at any time an
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section. An authenticating agent may authenticate
Debentures whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by an authenticating
agent. The Trustee shall pay any authenticating agent appointed by the Trustee
reasonable compensation for its services and the Trustee shall be reimbursed for
such payment by the Company pursuant to Section 7.06. The provisions set forth
in Sections 7.02, 7.03 and 7.06 shall be applicable to any authenticating agent.

          (f) If all the Debentures of any series are not to be issued at one
time, it shall not be necessary to deliver an Opinion of Counsel and an
Officers' Certificate at the time of issuance of each Debenture, but such
opinion and certificate, with appropriate modifications, shall be delivered at
or before the time of issuance of the first Debenture of such series. After any
such first delivery, any separate request by the Company that the Trustee
authenticate Debentures of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Debentures continue to
have been complied with.

Section 2.04. Registrar and Paying Agents.

          The Company shall maintain or cause to be maintained, in the City of
New York, an Office or Agency where the Debentures may be presented for
registration of transfer or for exchange ("Registrar"), a Paying Agent at whose
Office the Debentures may be presented or surrendered for payment, and an Office
or Agency where notices and demands to or upon the Company in respect of the
Debentures and this Indenture may be served. The Registrar shall keep a register
(the "Register") of the Debentures and of their transfer and exchange. The
Company may have one or more co-Registrars and one or more additional Paying
Agents and

                                       14

<PAGE>

Conversion Agents. The term Registrar includes any additional registrar and the
term Paying Agent includes any additional paying agent.

          Unless otherwise specified in or pursuant to this Indenture or the
Debentures, the Trustee shall be the initial Registrar for each series of
Debentures. The Company shall have the right to remove and replace from time to
time the Registrar for any series of Debentures; provided that no such removal
or replacement shall be effective until a successor Registrar with respect to
such series of Debentures shall have been appointed by the Company and shall
have accepted such appointment by the Company. In the event that the Trustee
shall not be or shall cease to be Registrar with respect to a series of
Debentures, it shall have the right to examine the Register for such series at
all reasonable times. There shall be only one Register for each series of
Debentures.

          The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-Registrar (if not the Company or the Trustee or an
Affiliate of the Trustee). The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall give prompt written
notice to the Trustee and to the Holders of any change of location of the
Company's Office or Agency. If at any time the Company shall fail to maintain or
cause to be maintained any such required Office or Agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee set forth in Section 11.02 hereof. The Company shall notify the Trustee
of the name and address of any such agent. If the Company fails to maintain a
Registrar, Paying Agent, or agent for service of notices or demands, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 7.06. The Company or any Affiliate of the Company may act as
Paying Agent, Registrar, or co-Registrar or agent for service of notices and
demands.

          The Company may also from time to time designate one or more other
Offices or Agencies where the Debentures may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company will give prompt written notice to the Trustee and to the Holders of any
such designation or rescission and of any change in location of any such other
Office or Agency.

Section 2.05. Paying Agent To Hold Money In Trust.

          Except as otherwise provided herein, prior to or on each due date of
the principal of and premium, if any, and interest on any Debenture, the Company
shall deposit with the Paying Agent a sum of money sufficient to pay such
principal, premium, if any, and interest so becoming due. The Company shall
require each Paying Agent (other than the Trustee or the Company) to agree in
writing that such Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal of
and premium, if any, and interest on the Debentures and shall notify the Trustee
of any default by the Company in making any such payment. At any time during the
continuance of any such default, the Paying Agent shall, upon the request of the
Trustee, pay to the Trustee all money so held in trust and account for any money
disbursed by it. The Company at any time may require the Paying Agent to pay all
money held by it to the Trustee and to account for any money disbursed by it.
Upon doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee. If the Company, a Subsidiary or an Affiliate of either
of them acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund.

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Section 2.06. Debentureholder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable, the most recent list available to it of the names and addresses of
Debentureholders. If the Trustee is not the Registrar, the Company shall cause
to be furnished to the Trustee on or before the Record Date for each Interest
Payment Date and at such other times as the Trustee may request in writing,
within five Business Days of such request, a list, in such form as the Trustee
may reasonably require of the names and addresses of Debentureholders.

Section 2.07. Transfer and Exchange.

          When Debentures are presented to the Registrar or a co-Registrar with
a written request by the Holder thereof to register the transfer or to exchange
them for an equal principal amount of Debentures of the same series of other
authorized denominations, the Registrar, upon receipt of such written request,
shall register the transfer or make the exchange as requested if its reasonable
requirements for such transactions are met. To permit registrations of transfer
and exchanges, the Company shall execute and the Trustee shall be authorized to
and shall authenticate Debentures, all at the Registrar's request.

          Every Debenture presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Registrar) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Registrar duly executed by the Holder or his attorney duly
authorized in writing.

          The Company shall not require payment of a service charge for any
registration of transfer or exchange of Debentures, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the registration of the transfer
or exchange of Debentures from the Debentureholder requesting such transfer or
exchange (other than any exchange of a temporary Debenture for a definitive
Debenture not involving any change in ownership).

          The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of (a) any Debenture for a period beginning at
the opening of business 15 days before the mailing of a notice of redemption of
Debentures and ending at the close of business on the day of such mailing or (b)
any Debenture selected, called or being called for redemption, except, in the
case of any Debenture to be redeemed in part, the portion thereof not to be
redeemed.

Section 2.08. Replacement Debentures.

          If (a) any mutilated Debenture is surrendered to the Company or the
Trustee, or (b) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debenture, and there is
delivered to the Company and the Trustee such Debenture or indemnity as may
reasonably be required by them to save each of them harmless, then, in the
absence of notice to the Company or a Responsible Officer of the Trustee having
actual knowledge that such Debenture has been acquired by a bona fide purchaser,
the Company shall execute in exchange for any such mutilated Debenture, or in
lieu of any such destroyed, lost or stolen Debenture, a new Debenture of the
same series and of like tenor and principal amount, bearing a number not
contemporaneously outstanding, and the Trustee shall be authorized to and shall
authenticate and make such new Debenture available for delivery.

                                       16

<PAGE>

          In case any such mutilated, destroyed, lost or stolen Debenture has
become or is about to become due and payable, or is about to be redeemed by the
Company pursuant to Article 3, the Company in its discretion may, instead of
issuing a new Debenture, pay or purchase such Debenture, as the case may be.

          Upon the issuance of any new Debentures under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the reasonable fees and expenses of the Trustee) in
connection therewith.

          Every new Debenture issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Debenture shall constitute an original
additional contractual obligation of the Company (whether or not the mutilated,
destroyed, lost or stolen Debenture shall be at any time enforceable) and shall
be entitled to all benefits of this Indenture equally and ratably with any and
all other Debentures duly issued hereunder.

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Debentures.

Section 2.09. Outstanding Debentures; Determinations of Holders' Action.

          Debentures outstanding at any time are all the Debentures
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those mutilated, destroyed, lost or stolen Debentures
referred to in Section 2.08, those redeemed by the Company pursuant to Article
3, and those described in this Section as not outstanding. A Debenture does not
cease to be outstanding because the Company or a Subsidiary or Affiliate thereof
holds the Debenture; provided, however, that in determining whether the Holders
of the requisite principal amount of Debentures have given or concurred in any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Debentures held of record (as proved by the Register) by the Company or a
Subsidiary or Affiliate (other than any Trust so long as any of the Preferred
Securities of such Trust are outstanding) shall be disregarded and deemed not to
be outstanding; provided that, in the case of any request, demand, authorization
direction, notice, consent or waiver given to the Trustee or upon which the
Trustee is to rely, only Debentures which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded.

          Subject to the foregoing, only Debentures outstanding at the time of
such determination shall be considered in any such determination (including
determinations pursuant to Articles 3, 6 and 9).

          If a Debenture is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof reasonably satisfactory to it that
the replaced Debenture is held by a bona fide purchaser.

          If the Paying Agent (other than the Company) holds, in accordance with
this Indenture, at the Stated Maturity Date or on a Redemption Date, money
sufficient to pay the Debentures payable on that date, then immediately on the
Stated Maturity Date or such Redemption Date, as the case may be, such
Debentures shall cease to be outstanding, and interest, if any, on such
Debentures shall cease to accrue.

                                       17

<PAGE>

Section 2.10. Temporary Debentures.

          The Company may execute temporary Debentures, and upon receipt of a
Company Order, the Trustee shall be authorized to and shall authenticate and
make such temporary Debentures available for delivery. Temporary Debentures
shall be printed, lithographed, typewritten, mimeographed or otherwise produced,
in any authorized denomination, in the same series and principal amount and of
like tenor as the definitive Debentures in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the Officers of the Company executing such Debentures may determine, as
conclusively evidenced by their execution of such Debentures. Such temporary
Debentures may be in global form.

          Except in the case of temporary Debentures in global form, which shall
be exchanged in accordance with the provisions thereof, after the preparation of
definitive Debentures, the temporary Debentures shall be exchangeable for
definitive Debentures of the same series upon surrender of the temporary
Debentures at the Office or Agency of the Company designated for such purpose
pursuant to Section 2.04, without charge to the Holders thereof. Upon surrender
for cancellation of any one or more temporary Debentures, the Company shall
execute a like principal amount of definitive Debentures of the same series of
authorized denominations, and the Trustee, upon receipt of a Company Order,
shall be authorized to and shall authenticate and make such Debentures available
for delivery in exchange therefor. Until so exchanged, the temporary Debentures
shall in all respects be entitled to the same benefits under this Indenture as
definitive Debentures.

Section 2.11. Book-Entry System.

          In order to utilize a book-entry-only system for all or any portion of
the Debentures of any series, all or a portion of the Debentures of any series
may be issued in the form of one or more fully registered Debentures of the same
series for the aggregate principal amount of such Debentures (a "Global
Debenture"), which Global Debenture shall be registered in the name of the
Depositary (the "Depositary") selected by the Company or in the name of such
Depositary's nominee. Each Global Debenture shall be delivered by the Trustee to
the Depositary or pursuant to the Depositary's instruction and shall bear a
legend substantially to the following effect: "This Debenture may be
transferred, in whole but not in part, only to another nominee of the Depositary
or to a successor Depositary or to a nominee of such successor Depositary or by
a nominee of the Depositary to the Depositary, another nominee of the Depositary
or a successor of the Depositary or such nominee."

          Notwithstanding any other provision of this Section or of Section
2.07, a Global Debenture may be transferred in whole but not in part and in the
manner provided in Section 2.07, only by the Depositary to a nominee of the
Depositary for such series, or by a nominee of the Depositary to the Depositary
or another nominee.

          If (a) at any time the Depositary for Global Debentures of any series
of Debentures notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Debentures or if at any time the Depositary for such
Global Debentures shall no longer be a clearing agency registered or in good
standing under the Exchange Act or other applicable statute or regulation, and a
successor Depositary for such Global Debentures is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, (b) the Company determines in its sole
discretion, that the Debentures of any series shall no longer be represented by
one or more Global Debentures and

                                       18

<PAGE>

delivers to the Trustee an Officers' Certificate evidencing such determination
or (c) a Default or an Event of Default occurs and is continuing, then the
provisions of this Section shall no longer apply to the Debentures of such
series. In such event, the Company will execute and the Trustee, upon receipt of
an Officers' Certificate stating that the Company has determined that an event
set forth in clauses (a), (b) or (c) above has occurred, will authenticate and
deliver Debentures of such series and of like tenor in definitive registered
form, in authorized denominations, and in aggregate principal amount equal to
the principal amount of the Global Debentures of such series in exchange for
such Global Debentures. Upon the exchange of Global Debentures for such
Debentures in definitive registered form without coupons, in authorized
denominations, the Global Debentures shall be canceled by the Trustee. Such
Debentures in definitive registered form issued in exchange for Global
Debentures pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Debentures to the Persons in whose names such
Debentures are so registered.

          Except as provided above or as provided in any supplemental indenture,
owners of beneficial interests in a Global Debenture shall not be entitled to
receive physical delivery of Debentures in definitive form and will not be
considered the Holders thereof for any purpose under this Indenture.

          Members of or participants in the Depositary shall have no rights
under this Indenture with respect to any Global Debenture held on their behalf
by the Depositary, and such Depositary or its nominee, as the case may be, may
be treated by the Company, the Trustee, and any agent of the Company or the
Trustee as the Holder of such Global Debentures for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished to such Trustee,
agent of the Company, or agent of the Trustee by the Depositary or impair, as
between the Depositary and its members or participants, the operation of
customary practices governing exercise of the rights of a Holder of any
Debenture, including without limitation the granting of proxies or other
authorization of participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under this Indenture.

Section 2.12. Cancellation.

          All Debentures surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly canceled by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Debentures previously
authenticated and made available for delivery hereunder which the Company may
have acquired in any manner whatsoever, and all Debentures so delivered shall be
promptly canceled by the Trustee. The Company may not reissue or issue new
Debentures to replace Debentures it has paid or delivered to the Trustee for
cancellation. No Debentures shall be authenticated in lieu of or in exchange for
any Debentures canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Debentures held by the Trustee shall
be destroyed by the Trustee.

                                       19

<PAGE>

                                    ARTICLE 3

                                   REDEMPTION

Section 3.01. Redemption: Notice to Trustee.

          (a) The Company may redeem the Debentures of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01.

          (b) If any or all of the Debentures are to be redeemed pursuant to
this Section, the Company shall deliver to the Trustee no more than 60 and no
less than 45 days prior to the Redemption Date a Company Order specifying the
series and principal amount of Debentures to be redeemed and the Redemption Date
and Redemption Price for such Debentures. Such Company Order shall be
accompanied by a Board Resolution authorizing such redemption. If the Debentures
of a series are held by a Trust, the Company shall also deliver a copy of such
Company Order to the Property Trustee for such Trust.

Section 3.02. Selection of Debentures to be Redeemed.

          If less than all the outstanding Debentures of a series are to be
redeemed at any time, the Company shall select the Debentures of such series to
be redeemed by lot or by any other method the Company considers fair and
appropriate. The Company shall make the selection at least 30 but not more than
60 days before the Redemption Date from outstanding Debentures of such series
not previously called for redemption. Provisions of this Indenture that apply to
Debentures called for redemption also apply to portions of Debentures called for
redemption. The Company shall notify the Trustee promptly of the Debentures or
portions of Debentures to be redeemed.

Section 3.03. Notice of Redemption.

          At least 30 days but not more than 60 days before the Redemption Date,
the Trustee (if it has received notice of such redemption from the Company
specifying (a) through (h) below), in the Company's name and at the Company's
expense, shall mail or cause to be mailed a notice of redemption by first-class
mail, postage prepaid, to each Holder of Debentures to be redeemed at such
Holder's last address as it appears in the Register.

          The notice of redemption shall identify the Debentures to be redeemed,
the provision of the Debentures or this Indenture pursuant to which the
Debentures called for redemption are being redeemed and shall state:

          (a) the Redemption Date;

          (b) the Redemption Price;

          (c) the name and address of the Paying Agent;

          (d) that payment of the Redemption Price of Debentures called for
redemption will be made only upon surrender of such Debentures to the Paying
Agent;

                                       20

<PAGE>

          (e) if fewer than all the outstanding Debentures of any series are to
be redeemed, the identification and principal amounts of the particular
Debentures to be redeemed and that, on and after the Redemption Date, upon
surrender of such Debentures, a new Debenture or Debentures of the same series
and of like tenor and in a principal amount equal to the unredeemed portion
thereof will be issued;

          (f) that, unless the Company defaults in paying the Redemption Price
of the Debentures called for redemption, including accrued interest thereon to
the Redemption Date, interest will cease to accrue on such Debentures on and
after the Redemption Date;

          (g) that the redemption is for a sinking fund, if such is the case;
and

          (h) in the case of Debentures of any series that are convertible or
exchangeable into Capital Stock, the conversion or exchange price or rate, the
date or dates on which or the period or periods during which the right to
convert or exchange the principal of the Debentures of such series to be
redeemed will commence or terminate and the place or places where such
Debentures may be surrendered for conversion or exchange.

          Any notice of redemption given in the manner provided herein shall be
conclusively presumed to have been given, whether or not such notice is actually
received. Failure to mail any notice or defect in the mailed notice or the
mailing thereof in respect of any Debenture shall not affect the validity of the
redemption of any other Debenture.

Section 3.04. Effect of Notice of Redemption.

          After notice of redemption has been given, Debentures called for
redemption shall become due and payable on the Redemption Date at the Redemption
Price and from and after the Redemption Date (unless the Company shall default
in the payment of the Redemption Price and accrued interest), such Debentures
shall cease to bear interest. Upon the later of the Redemption Date and the date
such Debentures are surrendered to the Paying Agent, such Debentures shall be
paid at the Redemption Price, plus accrued interest to the Redemption Date,
provided that installments of interest on Debentures with an Interest Payment
Date which is on or prior to the Redemption Date shall be payable to the Holders
of such Debentures, registered as such at the close of business on the Regular
Record Dates therefor according to their terms and provisions.

Section 3.05. Deposit of Redemption Price.

          On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or an Affiliate is the Paying Agent, shall
segregate and hold in trust or cause such Affiliate to segregate and hold in
trust) money sufficient to pay the Redemption Price of, and accrued interest on,
all Debentures to be redeemed on that Redemption Date. The Paying Agent shall
return to the Company any money in excess of the amount sufficient to pay the
Redemption Price of, and accrued interest on, all Debentures to be redeemed and
any interest accrued on the amount deposited pursuant to this Section.

Section 3.06. Debentures Redeemed in Part.

          Upon surrender of a Debenture that is redeemed in part, the Trustee
shall be authorized to and shall authenticate for the Holder a new Debenture of
the same series and in a principal amount equal to the unredeemed portion of
such Debenture.

                                       21

<PAGE>

                                    ARTICLE 4

                                    COVENANTS

Section 4.01. Payment of Principal, Premium and Interest.

          (a) The Company shall pay the principal of and premium, if any, and
interest (including interest accruing during any Extension Period and/or on or
after the filing of a petition in bankruptcy or reorganization relating to the
Company, whether or not a claim for post-filing interest is allowed in such
proceeding) on the Debentures on or prior to the dates and in the manner
provided in such Debentures or pursuant to this Indenture. An installment of
principal, premium, if any, or interest shall be considered paid on the
applicable due date if on such date the Trustee or the Paying Agent holds, in
accordance with this Indenture, money sufficient to pay all of such installment
then due. With respect to any Debenture, the Company shall pay interest on
overdue principal and interest on overdue installments of interest (including
interest accruing during any Extension Period and/or on or after the filing of a
petition in bankruptcy or reorganization relating to the Company, whether or not
a claim for post-filing interest is allowed in such proceeding), to the extent
lawful, at the rate accruing on such Debenture, compounded with the same
frequency as interest is payable on such Debentures. Interest on overdue
interest shall accrue from the date such amounts become overdue.

          (b) Notwithstanding the provisions of Section 4.01(a) or any other
provision herein to the contrary, the Company shall have the right, as provided
in a Board Resolution or supplemental indenture pursuant to Section 2.01 and in
accordance with any procedures that may be established with respect to a series
of Debentures, at any time and from time to time while the Debentures of any
series are outstanding, so long as no Event of Default with respect to such
series of Debentures has occurred and is continuing, to defer payments of
interest by extending the interest payment period for such series of Debentures
for the maximum consecutive period, if any, specified for such series of
Debentures, provided that such Extension Period must end on an Interest Payment
Date and shall not extend beyond the Stated Maturity Date or Redemption Date of
any Debenture of such series, and provided further that at the end of each
Extension Period the Company shall pay all interest then accrued and unpaid
(together with interest thereon to the extent permitted by applicable law at the
rate accruing on such Debentures). Prior to the termination of an Extension
Period, the Company may shorten or further extend the interest payment period
for such series of Debentures, provided that such Extension Period together with
all such previous and further extensions may not exceed the maximum consecutive
period specified for such series of Debentures, end on a date other than an
Interest Payment Date or extend beyond the Stated Maturity Date or Redemption
Date of any Debenture of such series.

Section 4.02. Covenant in Event of an Event of Default or During an Extension
              Period.

          If an Event of Default occurs and written notice of such event has
been given to the Company, or at any time during an Extension Period, the
Company shall not:

          (a) declare or pay any dividend on, make any distributions relating
to, or redeem, purchase, acquire or make a liquidation payment relating to, any
of its capital stock, or any warrants, options or other rights to acquire
capital stock (but excluding any debt security that is convertible into or
exchangeable for capital stock); or

          (b) make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company that rank on a
parity with or junior in

                                       22

<PAGE>

interest to the Debentures or make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any subsidiary of the Company
if such guarantee ranks on a parity with or junior in interest to the
Debentures;

          in each case, other than:

               (i) dividends or distributions in capital stock (or rights to
          acquire capital stock) of the Company;

               (ii) payments under the Guarantee;

               (iii) any declaration of a dividend in connection with the
          implementation of a shareholders' rights plan, or the issuance of
          stock under any such plan in the future, or the redemption or
          repurchase of any such rights pursuant to a rights agreement;

               (iv) repurchases or acquisitions of shares of capital stock of
          the Company in connection with the satisfaction by the Company of its
          obligations under any employee benefit plans or any other contractual
          obligation of the Company; and

               (v) repurchases of capital stock of the Company in connection
          with the satisfaction by the Company of its obligations pursuant to
          any acquisitions of businesses made by the Company (which repurchases
          are made in connection with the satisfaction of indemnification
          obligations of the sellers of such businesses).

Section 4.03. SEC Reports.

          The Company shall file with the Trustee, within 15 days after it files
them with the SEC, copies of its annual report and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) which the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Company
is not subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the Trustee such information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which are specified in
Section 13 or 15(d) of the Exchange Act. The Company shall also comply with the
provisions of Section 314(a) of the TIA.

Section 4.04. Compliance Certificates.

          (a) The Company shall deliver to the Trustee, within 120 days after
the end of each of the Company's fiscal years, an officer's certificate stating
whether or not the signer knows of any Default or Event of Default. Such
certificate shall contain a certification from the Company's Chief Executive
Officer, Chief Financial Officer or Chief Accounting Officer as to his or her
knowledge of the Company's compliance with all conditions and covenants under
this Indenture. For purposes of this Section, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture. If such Officer does know of such a Default or
Event of Default, the officer's certificate shall describe any such Default or
Event of Default, and its status. Such officer's certificate need not comply
with Sections 11.04 and 11.05.

                                       23

<PAGE>

          (b) The Company shall deliver to the Trustee any information
reasonably requested by the Trustee in connection with the compliance by the
Trustee or the Company with the TIA.

Section 4.05. Further Instruments and Acts.

          Upon request of the Trustee, the Company shall execute and deliver
such further instruments and do such further acts as may be reasonably necessary
or proper to carry out more effectively the purposes of this Indenture.

Section 4.06. Payment of Expenses of each Trust.

          The Company covenants for the benefit of the Holders of each series of
Debentures to pay all of the obligations, costs and expenses of each Trust
(other than payments in respect of Trust Securities) in accordance with the
provisions of its Declaration of Trust and to pay the taxes, duties, assessments
or other governmental charges, other than withholding taxes, of each Trust in
accordance with the provisions of its Declaration of Trust in order to permit
such Trust to make distributions on and redemptions of its Preferred Securities
in accordance with such Declaration of Trust.

Section 4.07. Ownership of Common Securities.

          So long as the Trust Securities of each Trust remain outstanding, the
Company hereby covenants (a) to maintain 100% direct or indirect ownership of
the common securities issued by such Trust (it being understood that any
permitted successor of the Company under this Indenture may succeed to the
Company's ownership of such common securities), (b) to use its reasonable
efforts to cause each Trust (i) to remain a statutory trust, except in
connection with the distribution of Debentures to the holders of related Trust
Securities in liquidation of such Trust, the conversion, exchange or redemption
of all of such Trust Securities, or certain mergers, consolidations or
amalgamations, each as permitted by the applicable Declaration of Trust, and
(ii) to otherwise continue to be classified as a grantor trust for United States
federal income tax purposes, and (c) to use its reasonable efforts to cause each
holder of each Trust's Trust Securities to be treated as owning an undivided
beneficial interest in the related Debentures.

                                   ARTICLE 5

                              SUCCESSOR CORPORATION

Section 5.01. When the Company May Merge, Etc.

          The Company may not consolidate with or merge with or into, or sell,
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety (either in one transaction or a series of
transactions) to, any Person, and no Person shall consolidate with or merge into
the Company or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to the Company, unless:

          (a) the Person formed by or surviving such consolidation or merger or
to which such sale, conveyance, transfer or lease shall have been made (the
"Successor") if other than the Company (i) is a corporation organized and
existing under the laws of the United States of America or any state thereof or
the District of Columbia, and (ii) shall expressly assume by a

                                       24

<PAGE>

supplemental indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company under the
Debentures, this Indenture and the Guarantees;

          (b) immediately prior to and after giving effect to such transaction
(and treating any Indebtedness which becomes an obligation of the Successor
Person or any Subsidiary as a result of such transaction as having been incurred
by such Person or such Subsidiary at the time of such transaction), no Default
or Event of Default shall have occurred and be continuing; and

          (c) the Company delivers to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, sale,
conveyance, transfer or lease and such supplemental indenture comply with this
Indenture.

          The Successor will be the successor to the Company, and will be
substituted for, and may exercise every right and power and become the obligor
on the Debentures with the same effect as if the Successor had been named as the
Company herein but, in the case of a sale, conveyance, transfer or lease of all
or substantially all of the assets of the Company, the predecessor Company will
not be released from its obligation to pay the principal of and premium, if any,
and interest on the Debentures.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

          "Event of Default," wherever used herein with respect to Debentures of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officers' Certificate establishing
the terms of such series pursuant to this Indenture:

          (a) default in the payment, when due, of interest on any Debenture of
that series and the default continues for a period of 30 days; provided, that
during any Extension Period for the Debentures of that series, failure to pay
interest on the Debentures of that series shall not constitute a Default or
Event of Default hereunder, or

          (b) default in the payment of the principal of or premium, if any, on
any Debenture of such series when it becomes due, whether at maturity, upon any
redemption, by declaration of acceleration of maturity or otherwise; or

          (c) default in the performance or breach of any covenant or agreement
of the Company in this Indenture (other than a covenant or agreement a default
in the performance or the breach of which is elsewhere in this Section
specifically dealt with or which has been expressly included in this Indenture
solely for the benefit of a series of Debentures), and continuance of such
breach or default for a period of 90 days after receipt by the Company of a
"Notice of Default"; or

          (d) a court of competent jurisdiction enters:

                                       25

<PAGE>

               (i) a decree or order for relief in respect of the Company in an
          involuntary proceeding under any applicable Bankruptcy Law and such
          decree or order shall remain unstayed and in effect for a period of 60
          consecutive days; or

               (ii) a decree or order adjudging the Company to be insolvent, or
          approving a petition seeking reorganization, arrangement, adjustment
          or composition of the Company and such decree or order shall remain
          unstayed and in effect for a period of 60 consecutive days; or

               (iii) a final and non-appealable order appointing a Custodian of
          the Company or of any substantial part of the property of the Company,
          or ordering the winding up or liquidation of the affairs of the
          Company; or

          (e) the Company pursuant to or within the meaning of any Bankruptcy
Law: (i) commences a voluntary case or proceeding; (ii) consents to the entry of
an order for relief against it in an involuntary case or proceeding; (iii) files
a petition or answer or consent seeking reorganization or relief or consents to
such filing or to the appointment of or taking possession by a Custodian of it
or for all or substantially all of its property, and such Custodian is not
discharged within 60 days; (iv) makes a general assignment for the benefit of
its creditors; or (v) admits in writing its inability to pay its debts generally
as they become due; or

          The term "Bankruptcy Law" means Title 11 of the United States Code, or
any similar federal or state bankruptcy, insolvency, reorganization or other law
for the relief of debtors. "Custodian" means any receiver, trustee, assignee,
liquidator, sequestrator, custodian or similar official under any Bankruptcy
Law.

Section 6.02. Acceleration.

          If any Event of Default with respect to the Debentures of any series
other than an Event of Default under clause (d) or (e) of Section 6.01 occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the Debentures of that series then outstanding may declare
the principal of, and any accrued interest on, all the Debentures of that series
due and payable immediately, provided that in the case of a series of Debentures
then held by a Trust, if upon an Event of Default with respect to the Debentures
of that series the Trustee has, or the Holders of at least 25% in aggregate
principal amount of the Debentures of that series then outstanding have, failed
to declare the principal of, and any accrued interest on, the Debentures of that
series to be immediately due and payable, the holders of at least 25% in
aggregate liquidation amount of the outstanding Preferred Securities of that
Trust shall have the right to declare the principal of, and any accrued interest
on, the Debentures of that series to be immediately due and payable by
delivering a notice in writing to the Company and the Trustee. If an Event of
Default specified in clause (d) or (e) of Section 6.01 occurs, the principal of,
and any accrued interest on, all the Debentures shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Debentureholders.

          The foregoing paragraph, however, is subject to the condition that if,
at any time after the principal of the Debentures of that series shall have been
so declared due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
all matured installments of interest upon all the Debentures of that series and
the principal of and premium, if any, on all Debentures of that series which
shall have become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the

                                       26

<PAGE>

extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate accruing on the Debentures of that series
to the date of such payment or deposit) and the amount payable to the Trustee
under Section 7.06, and any and all Defaults under the Indenture, other than the
nonpayment of principal of and interest on Debentures of that series which shall
not have become due by their terms, shall have been remedied or waived as
provided in Section 6.04, then and in every such case the Holders of at least a
majority in aggregate principal amount of the Debentures of that series then
outstanding (subject to, in the case of any series of Debentures held as assets
of a Trust and with respect to which a Security Exchange has not theretofore
occurred, such consent of the holders of the Preferred Securities and the Common
Securities of such Trust as may be required under the Declaration of Trust of
such Trust), by written notice to the Company and to the Trustee, may rescind
and annul such declaration and its consequences with respect to that series of
Debentures; but no such rescission and annulment shall extend to or shall affect
any subsequent default, or shall impair any right consequent thereon.

Section 6.03. Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may, in
its own name or as trustee of an express trust, institute, pursue and prosecute
any proceeding, including without limitation, any action at law or suit in
equity or other judicial or administrative proceeding to collect the payment of
principal of or premium, if any, or interest on the Debentures of the series
that is in default, to enforce the performance of any provision of the
Debentures of that series or this Indenture or to obtain any other available
remedy.

          The Trustee may maintain a proceeding even if it does not possess any
of the Debentures or does not produce any of the Debentures in the proceeding. A
delay or omission by the Trustee, any Debentureholder or the holders of
Preferred Securities in exercising any right or remedy accruing upon an Event of
Default shall not impair such right or remedy or constitute a waiver of, or
acquiescence in, such Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

Section 6.04. Waiver of Past Defaults.

          If a Default or Event of Default with respect to a series of
Debentures has occurred and is continuing (other than a Default or Event of
Default in the payment of principal, premium, if any, or interest on such series
if such payment has become due solely by reason of acceleration) the Holders of
at least a majority in aggregate principal amount of the Debentures of that
series at the time outstanding, or, if that series of Debentures is held by a
Trust, the holders of at least a majority in aggregate liquidation amount of the
Preferred Securities of that Trust, in each case by written notice to the
Trustee and the Company, may waive an existing Default or Event of Default and
its consequences except a Default or Event of Default in the payment of the
principal of or premium, if any, or interest on any Debenture of that series
(unless such Event of Default has been cured and a sum sufficient to pay all
matured installments of interest and premium, if any and principal due otherwise
than by acceleration has been deposited with the Trustee) or a default in
respect of a covenant or provision which under this Indenture cannot be modified
or amended without the consent of the Holder of each outstanding Debenture of
that series. When a Default or Event of Default is waived, it is deemed cured
and shall cease to exist, but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any consequent right.

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<PAGE>

Section 6.05. Control by Holders.

          The Holders of at least a majority in aggregate principal amount of
the Debentures of a series or, if that series of Debentures is held by a Trust,
the holders of at least a majority in aggregate liquidation amount of the
Preferred Securities of that Trust, may direct in writing the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
of exercising any trust or power conferred on the Trustee, in respect of such
series of Debentures. However, the Trustee may refuse to follow any direction
that the Trustee determines may conflict with law or this Indenture or that the
Trustee determines in good faith is unduly prejudicial to the rights of other
Debentureholders or that the Trustee determines may involve the Trustee in
personal liability. The Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction, including withholding
notice to the Holders of the Debentures of continuing default (except in the
payment of the principal of (other than any mandatory sinking fund payment) or
premium, if any, or interest on any Debentures) if the Trustee considers it in
the interest of the Holders of the Debentures to do so.

Section 6.06. Limitation on Suits.

          Except as provided in Section 6.07 or 6.08, no Holder of Debentures of
any series or holder of Preferred Securities of the Trust which is the Holder of
that series of Debentures may pursue any remedy with respect to this Indenture
or the Debentures unless:

          (a) the Holders of Debentures of such series or the holders of such
Preferred Securities give to the Trustee written notice stating that an Event of
Default with respect to the corresponding Debentures of such series has occurred
and is continuing;

          (b) the Holders of at least 25% in aggregate principal amount of the
outstanding Debentures of that series or the holders of at least 25% in
aggregate liquidation amount of such Preferred Securities make a written request
to the Trustee to pursue a remedy;

          (c) the Holders of Debentures of such series or the holders of such
Preferred Securities provide to the Trustee reasonable security and indemnity
against any loss, liability or expense satisfactory to the Trustee;

          (d) the Trustee does not comply with the request within 60 days after
receipt by a Responsible Officer of the Trustee of the written notice, the
written request and the offer of security and indemnity; and

          (e) during such 60 day period, the Holders of at least a majority in
aggregate principal amount of the Debentures of that series or the holders of at
least a majority in aggregate liquidation amount of such Preferred Securities do
not give the Trustee a written direction inconsistent with the request,

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Debenture to affect, disturb or prejudice the rights of
any other such Holders, or to obtain or seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all such Holders.

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Section 6.07. Unconditional Right of Holders to Receive Principal, Premium and
              Interest.

          Notwithstanding any other provision of this Indenture, the Holder of
any Debenture shall have the right which is absolute and unconditional to
receive payment of the principal of, premium, if any, and (subject to Section
2.02) interest on such Debenture on the respective due dates expressed in such
Debenture (or, in the case of redemption, on the Redemption Date) and to convert
or exchange such Debentures in accordance with its terms, if applicable, and to
institute suit for the enforcement of such payment or conversion or exchange,
and such right shall not be impaired without the consent of such Holder.

Section 6.08. Direct Action Right of Holders of Trust Preferred Securities.

          If an Event of Default has occurred and is continuing and is
attributable either to (a) the failure of the Company to pay the principal of or
premium, if any, or interest on the Debentures on the due date therefor or (b)
the failure by the Company to deliver the required securities or other rights
upon an appropriate conversion or exchange right election, and an event of
default has occurred and is continuing under the applicable Declaration of
Trust, a holder of the related Preferred Securities, in lieu of any action that
may otherwise be taken hereunder as a Holder of Debentures, may institute a
legal proceeding directly against the Company for enforcement of payment to such
holder of the principal of or premium, if any, or interest on such Debentures
having a principal amount equal to the liquidation amount of the Preferred
Securities held by such holder or for enforcement of such conversion or exchange
rights, as the case may be (a "Direct Action"). Notwithstanding anything
contained herein to the contrary, the Company may not amend this Indenture to
remove the foregoing right to bring a Direct Action without the prior written
consent of the holders of all of the Preferred Securities outstanding.
Notwithstanding any payments made to a holder of Preferred Securities by the
Company in connection with a Direct Action, the Company shall remain obligated
to pay the principal of and premium, if any, or interest on the related
Debentures, and the Company shall be subrogated to the rights of the holder of
such Preferred Securities with respect to payments on the Preferred Securities
to the extent of any payments made by the Company to such holder in any Direct
Action.

Section 6.09. Collection Suits by the Trustee.

          The Company covenants that if:

          (a) default is made in the payment of any interest on any Debenture
when such interest becomes due and payable and such default continues for a
period of 30 days, or

          (b) default is made in the payment of the principal of or premium, if
any, on any Debenture on the Stated Maturity Date or Redemption Date thereof,
the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holder of such Debenture, the whole amount then due and payable on such
Debenture for principal, premium, if any, and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium, if any, and on any overdue interest, at the rate or rates
prescribed therefor in such Debenture and in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for

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<PAGE>

the collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company or any
other obligor upon such Debenture and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
any other obligor upon such Debenture, wherever situated.

          If an Event of Default with respect to Debentures of any series occurs
and is continuing, the Trustee may in its sole discretion proceed to protect and
enforce its rights and the rights of the Holders of Debentures of such series by
judicial proceedings to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or such
Debentures or in aid of the exercise of any power granted herein, or to enforce
any other remedy available under this Indenture or by law.

Section 6.10. Trustee May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or its properties or assets, the
Trustee shall be authorized, entitled and empowered, by intervention in such
proceeding or otherwise:

          (a) to file and prove a claim for the whole amount of the principal of
and premium, if any, and interest on the Debentures and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the
Holders of Debentures allowed in such judicial proceeding; and

          (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.06.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a
Debenture any plan of reorganization, arrangement, adjustment or composition
affecting the Debentures or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 6.11. Priorities.

          If the Trustee collects any money pursuant to this Article 6, it
shall, subject to Article 10, pay out the money in the following order:

          FIRST:    to the Trustee for amounts due under Section 7.06;

          SECOND:   to Holders of Debentures in respect of which or for the
                    benefit of which such money has been collected for amounts
                    due and unpaid on such Debentures for the principal thereof
                    or premium, if any, or interest, if any, thereon ratably,
                    without preference or priority of

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<PAGE>

                    any kind, according to such amounts due and payable on such
                    Debentures; and

          THIRD:    the balance, if any, to the Company.

          Except as otherwise set forth in the Debentures, the Trustee may fix a
Record Date and payment date for any payment to Debentureholders pursuant to
this Section.

Section 6.12. Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant (other than the Trustee (as such and in its individual capacity)) in
the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by the Trustee (as such and in its individual
capacity), a suit by a Holder of Debentures or holder of Preferred Securities
pursuant to Section 6.07 or 6.08 or a suit by Holders of Debentures of more than
10% in aggregate principal amount of the outstanding Debentures of any series
or, if a series of Debentures is held by a Trust, the holders of more than 10%
in aggregate liquidation amount of the Preferred Securities of that Trust.

                                    ARTICLE 7

                                   THE TRUSTEE

Section 7.01. Duties And Responsibilities of the Trustee.

          (a) If an Event of Default occurs and is continuing with respect to
the Debentures of any series, the Trustee shall exercise the rights and powers
vested in it by this Indenture with respect to that series and use the same
degree of care and skill in its exercise as a prudent person would exercise or
use under the circumstances in the conduct of his or her own affairs.

          (b) Except during the continuance of an Event of Default with respect
to the Debentures of any series, (i) the Trustee need perform only those duties
with respect to that series that are specifically required to be performed by it
under this Indenture or the TIA and no others; and (ii) in the absence of bad
faith on its part, the Trustee may conclusively rely and be fully protected in
so relying, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture. However, in the
case of any certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine
the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but shall not be required to confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).

          (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

               (i) this clause (c) does not limit the effect of Section 7.01(b);

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<PAGE>

               (ii) the Trustee shall not be liable for any error of judgment
          made in good faith by a Responsible Officer; and

               (iii) the Trustee shall not be personally liable with respect to
          any action it takes or omits to take in good faith in accordance with
          a direction received by it pursuant to Section 6.05 and Section
          7.01(h).

          (d) Every provision of this Indenture and any document pursuant to
which the Trustee acts that in any way relates to the Trustee is subject to
Section 7.01 and Section 7.02.

          (e) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives security and indemnity reasonably satisfactory to it
against any loss, liability or expense (including reasonable counsel fees).

          (f) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur personal liability in the performance
of any of its duties or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that the repayment of such funds or
liability is not reasonably assured to it under the terms of this Indenture or
indemnity reasonably satisfactory to the Trustee against such risk or liability
is not reasonably assured to it.

          (g) Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall not be liable for interest on any money held by it hereunder except as
otherwise agreed with the Company.

          (h) In the event that the Trustee is unable to decide between
alternative courses of action permitted or required under this Indenture, or is
unsure as to the application of any provision of this Indenture, or any such
provision is ambiguous as to its application or in conflict with any other
applicable provision, permits any determination by the Trustee, or is silent or
incomplete as to the course of action that the Trustee is required to take with
respect to a particular set of facts, the Trustee may give notice (in such form
as shall be appropriate under the circumstances) to the Company and/or to the
Holders requesting instruction from any of them, and to the extent that the
Trustee acts or refrains from acting in good faith in accordance with any such
instruction received, the Trustee shall not be personally liable, on account of
such action or inaction, to any Person, and if the Trustee shall not have
received appropriate instruction within 10 days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking action, and shall have no personal liability to any
Person for such action or inaction.

Section 7.02. Rights of the Trustee.

          Subject to Sections 315(a) through 315(d) of the TIA:

          (a) the Trustee may rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by an appropriate Person;

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<PAGE>

          (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Order and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution;

          (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
shall be herein specifically prescribed) may, in the absence of bad faith on its
part, require and rely upon an Officers' Certificate;

          (d) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;

          (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by or pursuant to this Indenture at the request or
direction of any of the Holders of Debentures of any series pursuant to this
Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

          (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
coupon or other paper or document, but the Trustee, in its sole discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine, during business hours and upon
reasonable notice, the books, records and premises of the Company, personally or
by agent or attorney, and shall incur no personal liability or additional
liability of any kind by reason of such inquiry or investigation; and

          (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be personally responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder.

Section 7.03. Not Responsible for Recitals or Issuances of Debentures.

          The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Debentures. The Trustee shall not be personally
accountable for the Company's use of the proceeds from the Debentures, and the
Trustee shall not be personally responsible for any statement in this Indenture
or the Debentures or any report or certificate issued by the Company hereunder
or any registration statement relating to the Debentures (other than the
Trustee's Certificate of Authentication and the Trustee's Statement of
Eligibility on Form T-1), or the determination as to which beneficial owners are
entitled to receive any notices hereunder.

Section 7.04. Notice of Defaults.

          If a Default occurs and is continuing with respect to the Debentures
of any series and if it is known to the Trustee, the Trustee shall mail to each
Holder of a Debenture of that series notice of the Default within 90 days after
it becomes known to the Trustee unless such Default shall have been cured or
waived. Except in the case of a Default described in Section 6.01(a) or (b), the
Trustee may withhold such notice if and so long as a Responsible Officer of the

                                       33

<PAGE>

Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of the Debentures of that series. The Trustee shall not
be charged with knowledge of any Default or Event of Default unless a
Responsible Officer assigned to the Corporate Trust Office of the Trustee shall
have actual knowledge of the Default or Event of Default. The second sentence of
this Section shall be in lieu of the proviso to TIA Section 315(b). Said proviso
is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 7.05. Reports by Trustee to Holders.

          Within 60 days after each September 1, beginning with the September 1
next following the date of this Indenture, the Trustee shall mail to each
Debentureholder, and such other holders that have submitted their names to the
Trustee for such purpose, a brief report dated as of such September 1 in
accordance with and to the extent required under TIA Section 313.

          A copy of each report at the time of its mailing to Debentureholders
shall be filed with the Company, the SEC and any securities exchange on which
the Debentures are listed. The Company agrees to promptly notify the Trustee
whenever the Debentures become listed on any securities exchange and of any
listing thereof.

Section 7.06. Compensation and Indemnity.

          The Company covenants and agrees:

          (a) to pay to the Trustee in its individual capacity from time to time
such compensation as shall be agreed in writing between the Company and the
Trustee for all services rendered by it hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust);

          (b) to reimburse the Trustee in its individual capacity upon its
request for reasonable expenses, disbursements and advances incurred or made by
the Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and advances of its agents and counsel;
provided that, prior to any Default or Event of Default, the Trustee shall only
have one outside counsel), including all reasonable expenses and advances
incurred or made by the Trustee in connection with any Default or Event of
Default or any membership on any creditors' committee, except any such expense
or advance as may be attributable to its negligence or bad faith; and

          (c) to indemnify the Trustee, its officers, employees, directors and
shareholders, for, and to hold it harmless against, any and all loss, liability
or expense, to the extent incurred without negligence or willful misconduct on
its part, arising out of or in connection with the acceptance or administration
of this trust, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

          Before, after or during an Event of Default with respect to the
Debentures of a series, the Trustee in its individual capacity shall have a
claim and lien prior to the Debentures of that series as to all property and
funds held by it hereunder for any amount owing it for its fees and expenses or
any predecessor Trustee pursuant to this Section, except with respect to funds
held by the Trustee or any Paying Agent in trust for the payment of principal of
or premium, if any, or interest on Debentures pursuant to Section 2.05 or
Section 8.01.

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<PAGE>

          The Company's payment and indemnity obligations pursuant to this
Section are not subject to Article 10 of this Indenture and shall survive the
discharge of this Indenture and the resignation or removal of the Trustee. When
the Trustee renders services or incurs expenses after the occurrence of a
Default specified in Section 6.01, the compensation for services and expenses
are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.07. Eligibility; Disqualification.

          (a) The Trustee shall at all times satisfy the requirements of the TIA
Sections 310(a)(1) and 310(a)(2). The Trustee (or any Affiliate thereof which
has unconditionally guaranteed the obligations of the Trustee hereunder) shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recently published annual report of condition. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

          (b) The Trustee shall comply with TIA Section 310(b). In determining
whether the Trustee has conflicting interests as defined in TIA Section
310(b)(1), the provisions contained in the proviso to TIA Section 310(b)(1) and
the Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated
herein.

Section 7.08. Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 7.09.

          (b) The Trustee may resign at any time with respect to the Debentures
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 7.09 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Debentures of such series.

          (c) If the Trustee has or shall acquire any conflicting interest, as
defined in Section 310(b) of the TIA, with respect to the Debentures of any
series, it shall, within 90 days after ascertaining it has such conflicting
interest, either eliminate the conflicting interest or resign with respect to
the Debentures of that series in the manner set forth in this Section.

          (d) The Trustee may be removed at any time with respect to the
Debentures of any series by Act of the Holders of at least a majority in
principal amount of the outstanding Debentures of such series, delivered to the
Trustee and to the Company.

          (e) If at any time:

               (i) the Trustee shall fail to comply with clause (c) of this
          Section after written request therefor by the Company or by any Holder
          of a Debenture who has been a bona fide Holder of a Debenture for at
          least six months, or

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<PAGE>

               (ii) the Trustee shall cease to be eligible under Section 7.07(a)
          and shall fail to resign after written request therefor by the Company
          or by any such Holder, or

               (iii) the Trustee shall become incapable of acting or shall be
          adjudged bankrupt or insolvent, or a receiver of Trustee or of its
          property shall be appointed or any public officer shall take charge or
          control of the Trustee or of its property or affairs for the purpose
          of rehabilitation, conservation or liquidation,

then, in any such case, (1) the Company by a Board Resolution may remove the
Trustee with respect to all Debentures, or (2) subject to Section 6.12, any
Holder of a Debenture who has been a bona fide Holder of a Debenture for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Debentures of such series and the appointment of a successor
Trustee or Trustees.

          (f) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Debentures of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Debentures of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debentures of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Debentures of any particular series) and shall comply with
the applicable requirements of Section 7.09. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Debentures of any series shall be
appointed by Act of the Holders of at least a majority in principal amount of
the outstanding Debentures of such series, notice of such appointment shall be
delivered to the Company and the retiring Trustee. The successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 7.09, become the successor Trustee
with respect to the Debentures of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Debentures of any series shall have been so appointed by the Company or
the Holders of Debentures and accepted appointment in the manner required by
Section 7.09, any Holder of a Debenture who has been a bona fide Holder of a
Debenture of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Debentures of such
series.

          (g) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Debentures of any series and each appointment
of a successor Trustee with respect to the Debentures of any series in the
manner provided in Section 11.02. Each notice shall include the name of the
successor Trustee with respect to the Debentures of such series and the address
of its Corporate Trust Office.

Section 7.09. Acceptance of Appointment by Successor.

          (a) In case of the appointment hereunder of a successor Trustee with
respect to all Debentures, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the

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<PAGE>

successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

          (b) In case of the appointment hereunder of a successor Trustee with
respect to the Debentures of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Debentures of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and deeds of the Trustee with respect to the Debentures of that or those
series which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee is not retiring with respect to all Debentures, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Debentures of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (iii) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees as co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debentures of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Debentures of
that or those series to which the appointment of such successor Trustee relates.

          (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

          (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

Section 7.10. Successor Trustee by Merger.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to
another corporation, the resulting, surviving or transferee corporation without
any further act shall be the successor Trustee.

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                                   ARTICLE 8

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                          DEFEASANCE; UNCLAIMED MONEYS

Section 8.01. Satisfaction and Discharge of Indenture.

          Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Debentures as
specified in such Company Order, and the Trustee, on receipt of a Company Order,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

          (a) either

               (i) all Debentures of such series theretofore authenticated and
          delivered (other than (1) Debentures of such series which have been
          destroyed, lost or stolen and which have been replaced or paid as
          provided in Section 2.08, and (2) Debentures of such series for whose
          payment money has theretofore been deposited in trust or segregated
          and held in trust by the Company and thereafter repaid to the Company
          or discharged from such trust, as provided in Section 8.04) have been
          delivered to the Trustee for cancellation; or

               (ii) all Debentures of such series not theretofore delivered to
          the Trustee for cancellation

                    (1) have become due and payable, or

                    (2) will become due and payable at their stated maturity
               within one year, or

                    (3) if redeemable at the option of the Company, are to be
               called for redemption within one year under arrangements
               satisfactory to the Trustee for the giving of notice of
               redemption by the Trustee in the name, and at the expense, of the
               Company, and the Company, in the case of (1), (2) or (3) above,
               has deposited or caused to be deposited with the Trustee as trust
               funds in trust for such purpose, (a) cash (which may be held in
               an interest bearing account insured by the Federal Deposit
               Insurance Corporation) in an amount, or (b) U.S. Government
               Obligations, maturing as to principal and interest at such times
               and in such amounts as will ensure the availability of cash, or
               (c) a combination thereof, in an amount sufficient to pay and
               discharge the entire indebtedness on such Debentures not
               theretofore delivered to the Trustee for cancellation, including
               the principal of, and premium, if any, and interest on such
               Debentures, to the date of such deposit (in the case of
               Debentures which have become due and payable) or to the Stated
               Maturity Date or Redemption Date thereof, as the case may be; and

          (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company with respect to the outstanding Debentures of such
series.

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<PAGE>

          In the event there are Debentures of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Debentures of such series as to which it is Trustee and if the other conditions
thereto are met.

          Notwithstanding the satisfaction and discharge of this Indenture, with
respect to any series of Debentures, the obligations of the Company to the
Trustee under Section 7.06 and, if money shall have been deposited with the
Trustee pursuant to clause (a)(ii) of this Section, the following obligations of
the Company and the Trustee with respect to the Debentures of such series, shall
survive: (i) the rights of registration of transfer and exchange of Debentures
of such series, (ii) the replacement of apparently mutilated, defaced,
destroyed, lost or stolen Debentures of such series, (iii) the rights of the
Holders of the Debentures of such series to receive payments of the principal of
and premium, if any, interest on the Debentures of such series, (iv) the rights
of the Holders of the Debentures of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them, (v) the obligation of the Company to maintain an Office or Agency for
payments on and registration of transfer of the Debentures of such series, (vi)
the rights, obligations and immunities of the Trustee hereunder, and (vii) any
rights to convert or exchange the Debentures of such series into other
securities or rights in accordance with their terms.

Section 8.02. Defeasance.

          (a) Subject to Sections 8.02(b) and 8.03, the Company at any time may
terminate (i) all its obligations under a series of Debentures and this
Indenture ("legal defeasance option") or (ii) its obligations under certain
covenants as may be specified in a supplemental indenture with respect to a
particular series of Debentures ("covenant defeasance option"). The Company may
exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option.

          If the Company exercises its legal defeasance option, payment of the
Notes may not be accelerated because of an Event of Default with respect
thereto. If the Company exercises its covenant defeasance option, payment of the
Notes may not be accelerated because of failure to comply with the covenants
specified in the applicable supplemental indenture.

          Upon satisfaction of the conditions set forth herein and upon request
of the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

          (b) Notwithstanding clauses (a) above, the Company's obligations
pursuant to Sections 2.02, 2.03, 2.05, 2.06, 2.07, 2.08 and this Article 8 shall
survive until the Notes have been paid in full. Thereafter, the Company's
obligations pursuant to Sections 8.05 and 8.06 shall survive.

Section 8.03. Conditions to Defeasance.

          (a) The Company may exercise its legal defeasance option or its
covenant defeasance option only if:

               (1) the Company irrevocably deposits in trust with the Trustee
          money or U.S. Government Obligations for the payment of principal of
          and interest on the Notes to maturity or redemption, as the case may
          be;

                                       39

<PAGE>

               (2) the Company delivers to the Trustee a certificate from a
          nationally recognized firm of independent accountants expressing their
          opinion that the payments of principal and interest when due and
          without reinvestment on the deposited U.S. Government Obligations plus
          any deposited money without investment shall provide cash at such
          times and in such amounts as shall be sufficient to pay principal and
          interest when due on all the Notes to maturity or redemption, as the
          case may be;

               (3) 123 days pass after the deposit is made and during the
          123-day period no Default specified in Sections 6.01(d) or (e) with
          respect to the Company occurs which is continuing at the end of the
          period;

               (4) the deposit shall not constitute a default under any other
          agreement binding on the Company;

               (5) the Company delivers to the Trustee an Opinion of Counsel to
          the effect that the trust resulting from the deposit does not
          constitute, or is qualified as, a regulated investment company under
          the Investment Company Act of 1940;

               (6) the Company shall have delivered to the Trustee an Opinion of
          Counsel to the effect that (a) the Debentureholders shall not
          recognize income, gain or loss for Federal income tax purposes as a
          result of such defeasance and shall be subject to Federal income tax
          on the same amounts, in the same manner and at the same times as would
          have been the case if such defeasance had not occurred, and, in the
          case of legal defeasance only, such Opinion of Counsel shall confirm
          that it is based upon (i) the Company's receipt from, or a publication
          by, a ruling by Internal Revenue Service, or (ii) a change in the
          applicable Federal income tax law subsequent to the date of this
          Indenture, and (b) if listed on any national securities exchange, the
          Debentures would not be delisted from such exchange as a result of
          such defeasance; and

               (7) the Company delivers to the Trustee an Officers' Certificate
          and an Opinion of Counsel, each stating that all conditions precedent
          to the defeasance and discharge of the Notes as contemplated by this
          Article 8 have been complied with.

          Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Notes at a future date in
accordance with Article 3.

Section 8.04. Application by Trustee of Funds Deposited for Payment of
              Debentures.

          Subject to Section 8.06, all moneys deposited with the Trustee
pursuant to Section 8.01 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), to the Holders of the Debentures of the series
for the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest,
but such money need not be segregated from other funds except to the extent
required by law.

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<PAGE>

Section 8.05. Repayment of Moneys Held by Paying Agent.

          In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under this Indenture shall, upon demand
of the Company, be repaid to it or paid to the Trustee, and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys.

Section 8.06. Return of Moneys Held by the Trustee and Paying Agent Unclaimed
              for Two Years.

          Any moneys deposited with or paid to the Trustee or any Paying Agent
for the payment of the principal of and premium, if any, or interest on the
Debentures of any series and not applied but remaining unclaimed for two years
after the date when such principal, premium, if any, or interest shall have
become due and payable shall, unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property law, be repaid to the
Company by the Trustee or such Paying Agent, and the Holders of such Debentures
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look only to the Company for
any payment which such Holder may be entitled to collect as a general unsecured
creditor, and all liability of the Trustee or any Paying Agent with respect to
such moneys shall thereupon cease.

Section 8.07. Indemnity for Government Obligations

          The Company shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such U.S. Government
Obligations.

Section 8.08. Reinstatement.

          If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article 8 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 8 until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with this Article 8; provided,
however, that, if the Company has made any payment of interest on or principal
of any Notes because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent of Holders.

          From time to time, when authorized by a resolution of the Board of
Directors, the Company and the Trustee, without notice to or the consent of any
Holders of the Debentures, may amend or supplement this Indenture:

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<PAGE>

          (a) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company contained
herein and in the Debentures; or

          (b) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Debentures (as shall be specified in such
supplemental indenture or indentures) or to surrender any right or power herein
conferred upon the Company; provided, however, that in respect of any such
additional covenant, or restriction or condition on the Company, such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default; or

          (c) to add any additional Events of Default with respect to all or any
series of Debentures (as shall be specified in such supplemental indenture); or

          (d) to change or eliminate any of the provisions of this Indenture,
provided, that any such change or elimination shall become effective only when
there is no Debenture outstanding of any series created prior to the execution
of such supplemental indenture which is entitled to the benefit of such
provision; or

          (e) to establish the form or terms of Debentures of any series as
permitted by Section 2.01 or, in lieu of any such supplemental indenture, the
Company may provide the Trustee with an Officers' Certificate with respect to
the form or terms of such Debentures; or

          (f) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Debentures of one or more
series, and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee; or

          (g) to (i) cure any ambiguity, (ii) to correct or supplement any
provision herein or in any supplemental indenture which may be defective or
inconsistent with any other provision herein or in any supplemental indenture,
or (iii) to make any other provisions with respect to matters or questions
arising under this Indenture, which shall not adversely affect the interests of
the Holders of Debentures of any series then outstanding in any material
respect; or

          (h) to add to, delete from or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Debentures as herein set forth; or

          (i) to maintain qualification of this Indenture under the TIA; or

          (j) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Debentures provided that any such action shall not
adversely affect the interests of any Holder of a Debenture of such series or
any other Debenture in any material respect.

Section 9.02. Supplemental Indentures With Consent of Holders.

          The Company and the Trustee may amend this Indenture in any manner not
permitted by Section 9.01 or may waive future compliance by the Company with any
provisions

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<PAGE>

of this Indenture with the consent of the Holders of at least a majority in
aggregate principal amount of the Debentures of each series affected thereby
then outstanding (and, in the case of any series of Debentures held as assets of
a Trust and with respect to which a Security Exchange has not theretofore
occurred, the consent of holders of at least a majority of the aggregate
liquidation amount of outstanding Preferred Securities of such Trust). Such an
amendment or waiver may not, without the consent of each Holder of any Debenture
affected thereby:

          (a) reduce the principal amount of such Debentures;

          (b) reduce the percentage of the principal amount of such Debentures
the Holders of which must consent to modify or amend of this Indenture or waiver
compliance by the Company with any covenant hereunder or past Default or Event
of Default;

          (c) change (i) the Stated Maturity of the principal of or the interest
on such Debentures, except in connection with any Extension Period, (ii) the
rate of interest (or the manner of calculation thereof) on such Debentures, or
(iii) the duration of the maximum consecutive period that payments of interest
on such Debentures may be deferred;

          (d) change adversely to the Holders the redemption, conversion or
exchange provisions applicable to such Debentures, if any;

          (e) change the currency in respect of which the payments on such
Debentures are to be made;

          (f) make any change in Article 10 that adversely affects the rights of
the Holders of the Debentures or any change to any other Section hereof that
adversely affects their rights under Article 10; or

          (g) change Section 6.07 or 6.08;

provided that, in the case of the outstanding Debentures of a series then held
by a Trust or the trustee of a Trust, (i) no such amendment or supplement shall
be made without the prior consent of the holders of at least a majority of the
aggregate liquidation amount of the outstanding Preferred Securities of that
Trust, and (ii) if the consent of each Holder of each Debenture of a series is
required with respect to any such amendment, such amendment shall not be
effective without the prior consent of each Holder of Preferred Securities of
the applicable Trust.

          A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Debentures, or which modifies
the rights of the Holders of Debentures of such series with respect to such
covenant or other provision, shall be deemed to affect only the rights under
this Indenture of the Holders of Debentures of such series and not to affect the
rights under this Indenture of the Holders of Debentures of any other series.

          It shall not be necessary for the consent of the Holders of Debentures
or holders of Preferred Securities under this Section to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent
approves the substance thereof.

          If certain Holders agree to defer or waive certain obligations of the
Company hereunder with respect to Debentures held by them, such deferral or
waiver shall not affect the

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<PAGE>

rights of any other Holder to receive the payment or performance required
hereunder in a timely manner.

          After an amendment or waiver under this Section becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment or
waiver. Any failure of the Company to mail such notices, or any defect therein,
shall not, however, in any way impair or affect the validity of such amendment
or waiver.

Section 9.03. Compliance with Trust Indenture Act.

          Every supplemental indenture executed pursuant to this Article 9 shall
comply with the TIA.

Section 9.04. Revocation and Effect of Consents, Waivers and Actions.

          Until an amendment, waiver or other action by Holders becomes
effective, a consent, waiver or any other action by a Holder of a Debenture
hereunder is a continuing consent by the Holder and every subsequent Holder of
that Debenture or portion of the Debenture that evidences the same obligation as
the consenting Holder's Debenture, even if notation of the consent, waiver or
action is not made on such Debenture. However, any such Holder or subsequent
Holder may revoke the consent, waiver or action as to such Holder's Debenture or
portion of the Debenture if the Trustee receives the notice of revocation before
the consent of the requisite aggregate principal amount of such Debentures then
outstanding has been obtained and not revoked. After an amendment, waiver or
action becomes effective, it shall bind every Holder of the Debentures of the
related series, except as provided in Section 9.02.

          The Company may, but shall not be obligated to, fix a Record Date for
the purpose of determining the Persons entitled to consent to any amendment or
waiver. If a Record Date is fixed, then, notwithstanding the first two sentences
of the immediately preceding paragraph, only Holders of Debentures or holders of
Preferred Securities, as applicable, on such Record Date or their duly
designated proxies, and only those Persons, shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given,
whether or not such Persons continue to be such after such Record Date. No such
consent shall be valid or effective for more than 90 days after such Record
Date.

Section 9.05. Notation on or Exchange of Debentures.

          Debentures of the related series authenticated and made available for
delivery after the execution of any supplemental indenture pursuant to this
Article 9 may, and shall, if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Debentures so modified to
conform, in the opinion of the Trustee and the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and made available for delivery by the Trustee in exchange for
outstanding Debentures.

Section 9.06. Execution of Supplemental Indentures.

          The Trustee shall be authorized to and shall execute any supplemental
indenture authorized pursuant to this Article 9 if the supplemental indenture
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may, but need not, execute it. In executing
such supplemental indenture, the Trustee shall be entitled to receive, and

                                       44

<PAGE>

shall be fully protected in relying upon, an Officers' Certificate and Opinion
of Counsel stating that such supplemental indenture is authorized or permitted
by this Indenture.

Section 9.07. Effect of Supplemental Indentures.

          Upon the execution of any supplemental indenture under this Article 9,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes and every Holder
of Debentures of the related series theretofore or thereafter authenticated and
made available for delivery hereunder shall be bound thereby.

                                   ARTICLE 10

                                  SUBORDINATION

Section 10.01. Debentures Subordinated to Senior Indebtedness.

          Notwithstanding the provisions of Section 6.11 or any other provision
herein or in any Debenture, the Company and the Trustee and, by their acceptance
thereof, the Holders of the Debentures (a) covenant and agree that all payments
by the Company of the principal of and premium, if any, and interest on the
Debentures (other than Debentures which have been discharged pursuant to Article
8) shall be subordinated in accordance with the provisions of this Article 10 to
the prior payment in full, in cash or cash equivalents, of all amounts payable
on, under or in connection with Senior Indebtedness, and (b) acknowledge that
holders of Senior Indebtedness are or shall be relying on this Article 10.
Nothing herein or in any Debenture is intended to or shall limit the amount of
Senior Indebtedness the Company may incur.

Section 10.02. Priority and Payment of Proceeds in Certain Events; Remedies
               Standstill.

          (a) Upon any payment or distribution of assets or securities of the
Company, as the case may be, of any kind or character, whether in cash, property
or securities, upon any dissolution or winding up or total or partial
liquidation or reorganization of the Company, whether voluntary or involuntary,
or in bankruptcy, insolvency, receivership or other proceedings, all amounts
payable on, under or in connection with Senior Indebtedness (including any
interest accruing on such Senior Indebtedness subsequent to the commencement of
a bankruptcy, insolvency, receivership or similar proceeding) shall first be
paid in full in cash, or payment provided for in cash or cash equivalents,
before the Holders or the Trustee on behalf of the Holders or the holders of
Preferred Securities shall be entitled to receive from the Company any payment
of principal of or premium, if any, or interest on the Debentures or
distribution of any assets or securities.

          (b) No direct or indirect payment by or on behalf of the Company of
principal of or premium, if any, or interest on the Debentures (other than
Debentures which have been discharged pursuant to Article 8), whether pursuant
to the terms of the Debentures or upon acceleration or otherwise, shall be made
if, at the time of such payment, there exists (i) a default in the payment of
all or any portion of any Senior Indebtedness and the Trustee has received
written notice thereof from the Company, from holders of Senior Indebtedness or
from any trustee, representative or agent therefor, or (ii) any other default
affecting Senior Indebtedness as a result of which the maturity of Senior
Indebtedness has been accelerated and the Trustee has received written notice
from the Company, from holders of Senior Indebtedness or from any

                                       45

<PAGE>

trustee, representative or agent therefor, and such default shall not have been
cured or waived by or on behalf of the holders of such Senior Indebtedness.

          (c) If, notwithstanding the foregoing provisions prohibiting such
payment or distribution, the Trustee or any Holder shall have received any
payment on account of the principal of or premium, if any, or interest on the
Debentures when such payment is prohibited by this Section and before all
amounts payable on, under or in connection with Senior Indebtedness are paid in
full in cash or cash equivalents, then and in such event (subject to the
provisions of Section 10.08) such payment or distribution shall be received and
held in trust for the holders of Senior Indebtedness and, at the written
direction of the trustee, representative or agent for the holders of the Senior
Indebtedness, shall be paid to the holders of the Senior Indebtedness remaining
unpaid to the extent necessary to pay such Senior Indebtedness in full in cash
or cash equivalents.

          Upon any payment or distribution of assets or securities referred to
in this Article 10, the Trustee and the Holders shall be entitled to rely upon
any order or decree of a court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending,
and upon a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making any such payment or distribution,
delivered to the Trustee for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 10.

Section 10.03. Payments Which May Be Made Prior To Notice.

          Nothing in this Article 10 or elsewhere in this Indenture shall
prevent (a) the Company, except under the conditions described in Section 10.02,
from making payments of principal of or premium, if any, or interest on the
Debentures or from depositing with the Trustee any monies for such payments, or
(b) the application by the Trustee of any monies deposited with it for the
purpose of making such payments of principal of or premium, if any, or interest
on the Debentures, to the Holders entitled thereto, unless at least one Business
Day prior to the date when such payment would otherwise (except for the
prohibitions contained in Section 10.02) become due and payable, the Trustee
shall have received the written notice provided for in Section 10.02(b)(i) or
(ii).

Section 10.04. Rights of Holders of Senior Indebtedness Not To Be Impaired.

          No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time or in any way be
prejudiced or impaired by any act or failure to act in good faith by any such
holder, or by any noncompliance by the Company with the terms and provisions and
covenants herein regardless of any knowledge thereof any such holder may have or
otherwise be charged with.

          The provisions of this Article 10 are intended to be for the benefit
of, and shall be enforceable directly by, the holders of Senior Indebtedness.
Notwithstanding anything to the contrary in this Article 10, to the extent any
Holders or the Trustee have paid over or delivered to any holder of Senior
Indebtedness any payment or distribution received on account of the principal of
or premium, if any, or interest on the Debentures to which any other holder of
Senior Indebtedness shall be entitled to share in accordance with Section 10.02,
no holder of Senior Indebtedness shall have a claim or right against any Holders
or the Trustee with respect to any

                                       46

<PAGE>

such payment or distribution or as a result of the failure to make payments or
distributions to such other holder of Senior Indebtedness.

Section 10.05. Trustee May Take Action to Effectuate Subordination.

          Each Holder of a Debenture, by his acceptance thereof, authorizes and
directs the Trustee on his behalf to take such action as may be required by the
trustee, representative or agent for holders of Senior Indebtedness or by the
Company to effectuate, as between the holders of Senior Indebtedness and the
Holders, the subordination as provided in this Article 10 and appoints the
Trustee his attorney-in-fact for any and all such purposes.

Section 10.06. Subrogation.

          Upon the payment in full, in cash or cash equivalents, of all Senior
Indebtedness, any Holder shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments or distributions of assets of the
Company in respect of such Senior Indebtedness until the Debentures shall be
paid in full; and for the purposes of such subrogation, no payments or
distributions to holders of such Senior Indebtedness of any cash property or
securities to which such Holders of the Debentures would be entitled except for
this Article 10, and no payment pursuant to this Article 10 to holders of such
Senior Indebtedness by such Holders of the Debentures, shall, as between the
Company, its creditors other than holders of such Senior Indebtedness and such
Holders of the Debentures, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness, it being understood that the provisions of
this Article 10 are solely for the purpose of defining the relative rights of
the holders of such Senior Indebtedness, on the one hand, and such Holders of
the Debentures, on the other hand.

          If any payment or distribution to which Holders of Debentures would
otherwise have been entitled but for the provisions of this Article 10 shall
have been applied, pursuant to this Article 10, to the payment of all Senior
Indebtedness, then and in such case such Holders of the Debentures shall be
entitled to receive from the holders of such Senior Indebtedness at the time
outstanding any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount sufficient to pay, in cash or cash
equivalents, all such Senior Indebtedness in full.

Section 10.07. Obligations of Company Unconditional; Reinstatement.

          Nothing in this Article 10 or elsewhere in this Indenture or in any
Debenture is intended to or shall impair, as between the Company and Holders of
the Debentures, the obligations of the Company, which are absolute and
unconditional, to pay to such Holders the principal of and premium, if any, and
interest on the Debentures as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of such Holders of the Debentures and creditors of the Company other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or any Holder of Debentures or holder of Preferred
Securities, as applicable, from exercising all remedies otherwise permitted by
applicable law under this Indenture, subject to the rights, if any, under this
Article 10 of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

          The failure to make a scheduled payment of principal of or premium, if
any, or interest on the Debentures by reason of Section 10.02 shall not be
construed as preventing the occurrence of a Default or an Event of Default under
Section 6.01; provided, however, that if

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(a) the conditions preventing the making of such payment no longer exist, and
(b) such Holders of the Debentures are made whole with respect to such omitted
payments, the Default or Event of Default relating thereto (including any
failure to pay any accelerated amounts) shall be automatically waived, and the
provisions of the Indenture shall be reinstated as if no such Event of Default
had occurred.

Section 10.08. Trustee Entitled To Assume Payments Not Prohibited In Absence of
               Notice.

          The Trustee or Paying Agent shall not be charged with the knowledge of
the existence of any default in the payment of all or a portion of any Senior
Indebtedness or any other default affecting Senior Indebtedness as a result of
which the maturity of the Senior Indebtedness has been accelerated, unless and
until a Responsible Officer of the Trustee or Paying Agent shall have received
written notice thereof from the Company or one or more holders of Senior
Indebtedness or from any trustee, representative or agent therefor; and, prior
to the receipt of any such written notice, the Trustee or Paying Agent may
conclusively assume that no such facts exist.

          Unless at least two Business Days prior to the date when by the terms
of this Indenture any monies are to be deposited by the Company with the Trustee
or any Paying Agent for any purpose (including, without limitation, the payment
of the principal of or premium, if any, or interest on any Debenture), the
Trustee or Paying Agent shall have received with respect to such monies the
notice provided for in Section 10.02, the Trustee or Paying Agent shall have
full power and authority to receive and apply such monies to the purpose for
which they were received. Neither of them shall be affected by any notice to the
contrary, which may be received by either on or after such second Business Day.
The foregoing shall not apply to the Paying Agent if the Company is acting as
Paying Agent. Nothing in this Section shall limit the right of the holders of
Senior Indebtedness to recover payments as contemplated by Section 10.02. The
Trustee or Paying Agent shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or itself to be a holder of such
Senior Indebtedness (or a trustee, representative or agent on behalf of such
holder) to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee, representative or agent on behalf of any such holder.
The Trustee shall not be deemed to have any duty to the holders (and shall be
fully protected in relying upon such notice) of Senior Indebtedness.

Section 10.09. Right of Trustee to Hold Senior Indebtedness.

          The Trustee and any Paying Agent shall be entitled to all of the
rights set forth in this Article 10 in respect of any Senior Indebtedness at any
time held by them to the same extent as any other holder of such Senior
Indebtedness, and nothing in this Indenture shall be construed to deprive the
Trustee or any Paying Agent of any of its rights as such holder.

                                   ARTICLE 11

                                  MISCELLANEOUS

Section 11.01. Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by operation of Section 318(c) of the TIA, the imposed duties
shall control. The provisions of Sections 310 to 317, inclusive, of the TIA that
impose duties on any Person (including provisions automatically deemed included
in an indenture unless the indenture

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provides that such provisions are excluded) are a part of and govern this
Indenture, except as, and to the extent, they are expressly excluded from this
Indenture, as permitted by the TIA.

Section 11.02. Notices.

          Any notice, request or other communication required or permitted to be
given hereunder shall be in writing and delivered, telecopied or mailed by
first-class mail, postage prepaid, addressed as follows:

          if to the Company:

               New York Community Bancorp, Inc.
               615 Merrick Avenue
               Westbury, New York 11590
               Attention: Chief Executive Officer
               Facsimile No.: (516) 683-8385

          if to the Trustee:

               Wilmington Trust Company, as Trustee
               Rodney Square North
               1100 North Market Street
               Wilmington, Delaware 19890
               Attention: Corporate Trust Administration
               Facsimile No.: (302) 636-4145

          The Company or the Trustee, by giving notice to the other, may
designate additional or different addresses for subsequent notices of
communications. The Company shall notify the holder, if any, of Senior
Indebtedness of any such additional or different addresses of which the Company
receives notice from the Trustee.

          Any notice or communication given to a Debentureholder shall be mailed
or delivered to the Debentureholder at the Debentureholder's address as it
appears on the Register of the Registrar and shall be sufficiently given if
mailed within the time prescribed.

          Failure to give a notice or communication to a Debentureholder or any
defect in it shall not affect its sufficiency with respect to other
Debentureholders. If a notice or communication is given in the manner provided
above, it is duly given, whether or not received by the addressee.

          If the Company gives a notice or communication to the
Debentureholders, it shall deliver a copy to the Trustee and each Registrar,
Paying Agent or co-Registrar.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Debentureholders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

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Section 11.03. Communication By Holders With Other Holders.

          Debentureholders may communicate pursuant to Section 312(b) of the TIA
with other Debentureholders with respect to their rights under this Indenture or
the Debentures. The Company, the Trustee, the Registrar, the Paying Agent and
anyone else shall have the protection Section 312(c) of the TIA.

Section 11.04. Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

          (a) an Officers' Certificate (complying with Section 11.05) stating
that, in the opinion of such Officer, all conditions precedent to the taking of
such action have been complied with; and

          (b) if applicable, an Opinion of Counsel (complying with Section
11.05) stating that, in the opinion of such counsel all such conditions
precedent to the taking of such action have been complied with.

Section 11.05. Statements in Certificate or Opinion.

          Each Officers' Certificate and Opinion of Counsel with respect to
compliance with a covenant or condition provided for in this Indenture shall
include:

          (a) a statement that each Person making such Officers' Certificate or
Opinion of Counsel has read such covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Officers'
Certificate or Opinion of Counsel are based;

          (c) a statement that, in the opinion of each such Person, such Person
has made such examination or investigation as is necessary to enable such Person
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

          (d) a statement that, in the opinion of such Person, such covenant or
condition has been complied with; provided, however, that with respect to
matters of fact not involving any legal conclusion, an Opinion of Counsel may
rely on an Officers' Certificate or certificates of public officials.

Section 11.06. Severability Clause.

          If any provision in this Indenture or in the Debentures shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

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<PAGE>

Section 11.07. Rules by Trustee, Paying Agent and Registrar.

          The Trustee may make reasonable rules for action by or a meeting of
Debentureholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

Section 11.08. Legal Holidays.

          A "Legal Holiday" is any day other than a Business Day. If any
specified date (including a date for giving notice) is a Legal Holiday, the
action to be taken on such date shall be taken on the next succeeding day that
is not a Legal Holiday, and if such action is a payment in respect of the
Debentures, unless otherwise specified pursuant to Section 2.01 no principal,
premium, if any, or interest shall accrue in respect of such payment for the
intervening period.

Section 11.09. Governing Law.

          This Indenture and the Debentures shall be governed by and construed
in accordance with the laws of the State of New York without regard to its
principles of conflicts of laws.

Section 11.10. No Recourse Against Others.

          No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under the Debentures
or this Indenture or for any claim based on, in respect of or by reason of such
obligations. By accepting a Debenture, each Debentureholder shall waive and
release all such liability. The waiver and release shall be part of the
consideration for the issuance and sale of the Debentures.

Section 11.11. Successors and Assigns.

          All agreements of the Company in this Indenture and Debentures shall
bind its successors and assigns. All agreements of the Trustee in this Indenture
shall bind its successors and assigns.

Section 11.12. Counterparts.

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement. Any signed copy shall be sufficient proof of this Indenture.

Section 11.13. No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture (other
than an indenture supplemental hereto), loan or debt agreement of the Company or
any Subsidiary. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

Section 11.14. Table of Contents, Headings, Etc.

          The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be

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considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

Section 11.15. Holders of Preferred Securities as Third Party Beneficiaries.

          The Company hereby acknowledges that, to the extent specifically set
forth herein, prior to a Security Exchange with respect to the Debentures of any
series held as assets of a Trust, the holders of the Preferred Securities of
such Trust shall expressly be third party beneficiaries of this Indenture. The
Company further acknowledges that, prior to a Security Exchange with respect to
Debentures of any series held as assets of a Trust, if an Event of Default has
occurred and is continuing and is attributable to (i) the failure of the Company
to pay the principal of or premium, if any, or interest on the Debentures or
(ii) the failure by the Company to deliver the required securities or other
rights upon an appropriate conversion or exchange right election, any holder of
the Preferred Securities of such Trust may institute a Direct Action against the
Company.

Section 11.16. Benefits of the Indenture.

          Except as otherwise expressly provided herein with respect to holders
of Senior Indebtedness and holders of Preferred Securities, nothing in this
Indenture or in the Debentures, express or implied, shall give to any person,
other than the parties hereto and their successors hereunder and the Holders of
the Debentures, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

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                                   SIGNATURES

          IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                            NEW YORK COMMUNITY BANCORP, INC.


                                            ------------------------------------
                                            By:
                                            Name:
                                            Title:


                                            WILMINGTON TRUST COMPANY, AS
                                            TRUSTEE


                                            ------------------------------------
                                            By:
                                            Name:
                                            Title: